Exhibit 4.3


 




 





 


INDENTURE


 


 


among


 


 


SLM STUDENT LOAN TRUST 2004-6,


as the Issuer,


 


 


CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION,


not in its individual capacity but


solely as the Eligible Lender Trustee


 


 


and


 


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


not in its individual capacity but


solely as the Indenture Trustee


 


 


Dated as of June 1, 2004


 




 





 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
   

  
	
  Definitions and Usage

  	
   

  
	
   

  	
   

  
	
  SECTION 1.1

  	
  Definitions
  and Usage

  	
   

  
	
  SECTION 1.2

  	
  Incorporation
  by Reference of Trust Indenture Act

  	
   

  
	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
  The
  Notes

  	
   

  
	
   

  	
   

  
	
  SECTION 2.1

  	
  Form

  	
   

  
	
  SECTION 2.2

  	
  Execution,
  Authentication and Delivery

  	
   

  
	
  SECTION 2.3

  	
  Temporary
  Notes

  	
   

  
	
  SECTION 2.4

  	
  Registration;
  Registration of Transfer and Exchange

  	
   

  
	
  SECTION 2.5

  	
  Mutilated,
  Destroyed, Lost or Stolen Notes

  	
   

  
	
  SECTION 2.6

  	
  Persons
  Deemed Owner

  	
   

  
	
  SECTION 2.7

  	
  Payment
  of Principal and Interest; Note Interest Shortfall

  	
   

  
	
  SECTION 2.8

  	
  Cancellation

  	
   

  
	
  SECTION 2.9

  	
  Release
  of Collateral

  	
   

  
	
  SECTION 2.10

  	
  Book-Entry
  Notes

  	
   

  
	
  SECTION 2.11

  	
  Notices
  to Clearing Agency

  	
   

  
	
  SECTION 2.12

  	
  Definitive
  Notes

  	
   

  
	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
  Covenants

  	
   

  
	
   

  	
   

  
	
  SECTION 3.1

  	
  Payments
  to Noteholders

  	
   

  
	
  SECTION 3.1A

  	
  Collateral
  Account

  	
   

  
	
  SECTION 3.2

  	
  Maintenance
  of Office or Agency

  	
   

  
	
  SECTION 3.3

  	
  Money
  for Payments to be Held in Trust

  	
   

  
	
  SECTION 3.4

  	
  Existence

  	
   

  
	
  SECTION 3.5

  	
  Protection
  of Indenture Trust Estate

  	
   

  
	
  SECTION 3.6

  	
  Opinions
  as to Indenture Trust Estate

  	
   

  
	
  SECTION 3.7

  	
  Performance
  of Obligations; Servicing of Trust Student Loans

  	
   

  
	
  SECTION 3.8

  	
  Negative
  Covenants

  	
   

  
	
  SECTION 3.9

  	
  Annual
  Statement as to Compliance

  	
   

  
	
  SECTION 3.10

  	
  Issuer
  May Consolidate, etc., Only on Certain Terms.

  	
   

  
	
  SECTION 3.11

  	
  Successor
  or Transferee

  	
   

  
	
  SECTION 3.12

  	
  No
  Other Business

  	
   

  
	
  SECTION 3.13

  	
  No
  Borrowing

  	
   

  
	
  SECTION 3.14

  	
  Obligations of Servicer and Administrator

  	
   

  
	
  SECTION 3.15

  	
  Guarantees,
  Loans, Advances and Other Liabilities

  	
   

  
	
  SECTION 3.16

  	
  Capital
  Expenditures

  	
   

  



 


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  SECTION 3.17

  	
  Restricted
  Payments

  	
   

  
	
  SECTION 3.18

  	
  Notice
  of Events of Default

  	
   

  
	
  SECTION 3.19

  	
  Further
  Instruments and Acts

  	
   

  
	
   

  	
   

  
	
  ARTICLE IV

  	
   

  
	
  Satisfaction and Discharge

  	
   

  
	
   

  	
   

  
	
  SECTION 4.1

  	
  Satisfaction
  and Discharge of Indenture

  	
   

  
	
  SECTION 4.2

  	
  Application
  of Trust Money

  	
   

  
	
  SECTION 4.3

  	
  Repayment
  of Moneys Held by Paying Agent

  	
   

  
	
  SECTION 4.4

  	
  Auction
  of Trust Student Loans

  	
   

  
	
   

  	
   

  
	
  ARTICLE V

  	
   

  
	
  Remedies

  	
   

  
	
   

  	
   

  
	
  SECTION 5.1

  	
  Events
  of Default

  	
   

  
	
  SECTION 5.2

  	
  Acceleration
  of Maturity; Rescission and Annulment

  	
   

  
	
  SECTION 5.3

  	
  Collection
  of Indebtedness and Suits for Enforcement by Indenture Trustee

  	
   

  
	
  SECTION 5.4

  	
  Remedies;
  Priorities

  	
   

  
	
  SECTION 5.5

  	
  Optional
  Preservation of the Trust Student Loans

  	
   

  
	
  SECTION 5.6

  	
  Limitation
  of Suits

  	
   

  
	
  SECTION 5.7

  	
  Unconditional
  Rights of Noteholders to Receive Principal and Interest

  	
   

  
	
  SECTION 5.8

  	
  Restoration
  of Rights and Remedies

  	
   

  
	
  SECTION 5.9

  	
  Rights
  and Remedies Cumulative

  	
   

  
	
  SECTION 5.10

  	
  Delay
  or Omission Not a Waiver

  	
   

  
	
  SECTION 5.11

  	
  Control
  by Noteholders

  	
   

  
	
  SECTION 5.12

  	
  Waiver
  of Past Defaults

  	
   

  
	
  SECTION 5.13

  	
  Undertaking
  for Costs

  	
   

  
	
  SECTION 5.14

  	
  Waiver
  of Stay or Extension Laws

  	
   

  
	
  SECTION 5.15

  	
  Action
  on Notes

  	
   

  
	
  SECTION 5.16

  	
  Performance
  and Enforcement of Certain Obligations.

  	
   

  
	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
  The Indenture Trustee

  	
   

  
	
   

  	
   

  
	
  SECTION 6.1

  	
  Duties
  of Indenture Trustee

  	
   

  
	
  SECTION 6.2

  	
  Rights
  of Indenture Trustee

  	
   

  
	
  SECTION 6.3

  	
  Individual
  Rights of Indenture Trustee

  	
   

  
	
  SECTION 6.4

  	
  Indenture
  Trustee’s Disclaimer

  	
   

  
	
  SECTION 6.5

  	
  Notice
  of Defaults

  	
   

  
	
  SECTION 6.6

  	
  Reports
  by Indenture Trustee to Noteholders

  	
   

  
	
  SECTION 6.7

  	
  Compensation
  and Indemnity

  	
   

  
	
  SECTION 6.8

  	
  Replacement
  of Indenture Trustee

  	
   

  
	
  SECTION 6.9

  	
  Successor
  Indenture Trustee by Merger

  	
   

  
	
  SECTION 6.10

  	
  Appointment
  of Co-Trustee or Separate Trustee.

  	
   

  
	
  SECTION 6.11

  	
  Eligibility;
  Disqualification

  	
   

  



 


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  SECTION 6.12

  	
  Preferential
  Collection of Claims Against the Issuer

  	
   

  
	
   

  	
   

  
	
  ARTICLE VII

  	
   

  
	
  Noteholders’ Lists and Reports

  	
   

  
	
   

  	
   

  
	
  SECTION 7.1

  	
  Issuer
  to Furnish Indenture Trustee Names and Addresses of Noteholders

  	
   

  
	
  SECTION 7.2

  	
  Preservation
  of Information; Communications to Noteholders

  	
   

  
	
  SECTION 7.3

  	
  Reports
  by Issuer.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  
	
  Accounts,
  Disbursements and Releases

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.1

  	
  Collection
  of Money

  	
   

  
	
  SECTION 8.2

  	
  Trust
  Accounts

  	
   

  
	
  SECTION 8.3

  	
  General
  Provisions Regarding Accounts

  	
   

  
	
  SECTION 8.4

  	
  Release
  of Indenture Trust Estate

  	
   

  
	
  SECTION 8.5

  	
  Opinion
  of Counsel

  	
   

  
	
   

  	
   

  
	
  ARTICLE IX

  	
   

  
	
  Supplemental Indentures

  	
   

  
	
   

  	
   

  
	
  SECTION 9.1

  	
  Supplemental
  Indentures Without Consent of Noteholders.

  	
   

  
	
  SECTION 9.2

  	
  Supplemental
  Indentures with Consent of Noteholders

  	
   

  
	
  SECTION 9.3

  	
  Execution
  of Supplemental Indentures

  	
   

  
	
  SECTION 9.4

  	
  Effect
  of Supplemental Indenture

  	
   

  
	
  SECTION 9.5

  	
  Conformity
  with Trust Indenture Act

  	
   

  
	
  SECTION 9.6

  	
  Reference
  in Notes to Supplemental Indentures

  	
   

  
	
   

  	
   

  
	
  ARTICLE X

  	
   

  
	
  Redemption of Notes

  	
   

  
	
   

  	
   

  
	
  SECTION 10.1

  	
  Redemption

  	
   

  
	
  SECTION 10.2

  	
  Form
  of Redemption Notice

  	
   

  
	
  SECTION 10.3

  	
  Notes
  Payable on Redemption Date

  	
   

  
	
   

  	
   

  
	
  ARTICLE XI

  	
   

  
	
  Miscellaneous

  	
   

  
	
   

  	
   

  
	
  SECTION 11.1

  	
  Compliance
  Certificates and Opinions, etc

  	
   

  
	
  SECTION 11.2

  	
  Form
  of Documents Delivered to Indenture Trustee

  	
   

  
	
  SECTION 11.3

  	
  Acts
  of Noteholders

  	
   

  
	
  SECTION 11.4

  	
  Notices,
  etc., to Indenture Trustee, Issuer and Rating Agencies

  	
   

  
	
  SECTION 11.5

  	
  Notices
  to Noteholders; Waiver

  	
   

  
	
  SECTION 11.6

  	
  Alternate
  Payment and Notice Provisions

  	
   

  
	
  SECTION 11.7

  	
  Conflict
  with Trust Indenture Act

  	
   

  
	
  SECTION 11.8

  	
  Effect
  of Headings and Table of Contents

  	
   

  
	
  SECTION 11.9

  	
  Successors
  and Assigns

  	
   

  
	
  SECTION 11.10

  	
  Separability

  	
   

  



 


iii

















 


	
  SECTION 11.11

  	
  Benefits
  of Indenture

  	
   

  
	
  SECTION 11.12

  	
  Legal
  Holidays

  	
   

  
	
  SECTION 11.13

  	
  Governing
  Law

  	
   

  
	
  SECTION 11.14

  	
  Counterparts

  	
   

  
	
  SECTION 11.15

  	
  Recording
  of Indenture

  	
   

  
	
  SECTION 11.16

  	
  Trust
  Obligations

  	
   

  
	
  SECTION 11.17

  	
  No
  Petition

  	
   

  
	
  SECTION 11.18

  	
  Inspection

  	
   

  



 


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APPENDICES, SCHEDULES AND EXHIBITS


 


	
  APPENDIX
  A

  	
  Definitions
  and Usage

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE A

  	
  Schedule of
  Trust Student Loans

  	
   

  
	
  SCHEDULE B

  	
  Location
  of Trust Student Loan Files

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  A

  	
  Forms
  of Notes

  	
   

  
	
  EXHIBIT
  B

  	
  Form
  of Note Depository Agreement

  	
   

  



 


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INDENTURE, dated as of June 1, 2004,
among SLM STUDENT LOAN TRUST 2004-6, a Delaware statutory trust (the “Issuer”),
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, a national banking association,
not in its individual capacity but solely as eligible lender trustee on behalf
of the Issuer (in such capacity, the “Eligible Lender Trustee”), and DEUTSCHE
BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its
individual capacity but solely as indenture trustee (in such capacity, the
“Indenture Trustee”).


 


Each party agrees as follows for the benefit
of the other party and for the equal and ratable benefit of the holders of the
Issuer’s Student Loan-Backed Notes (the “Notes”):


 


GRANTING CLAUSE


 


The Issuer and, with respect to the Trust
Student Loans, the Eligible Lender Trustee hereby Grant to the Indenture
Trustee, as trustee for the benefit of the Noteholders, effective as of the
Closing Date all of their right, title and interest in and to the following:


 


(a)           the
Trust Student Loans, and all obligations of the Obligors thereunder including
all moneys accrued and paid thereunder on or after the Cutoff Date and all
guaranties and other rights relating to the Trust Student Loans;


 


(b)           the
Servicing Agreement, including the right of the Issuer to cause the Servicer to
purchase Trust Student Loans from the Issuer under circumstances described
therein;


 


(c)           the
Sale Agreement, including the right of the Issuer to cause the Depositor to
repurchase Trust Student Loans from the Issuer under the circumstances
described therein and including the rights of the Depositor under the Purchase
Agreements;


 


(d)           the
Purchase Agreements, to the extent that the rights of the Depositor thereunder
have been assigned to the Issuer pursuant to the Sale Agreement, including the
right of the Depositor to cause SLMA or SLM ECFC to repurchase Trust Student
Loans from the Depositor under the circumstances described in the applicable
Purchase Agreement;


 


(e)           the
Administration Agreement, the Interest Rate Cap Agreement and any agreement
representing Eligible Repurchase Obligations between the Trust and an Eligible
Repo Counterparty to be entered into from time to time;


 


(f)            each
Guarantee Agreement, including the right of the Issuer to cause the related
Guarantor to make Guarantee Payments in respect of the Trust Student Loans;


 


(g)           the
Trust Accounts and all funds on deposit from time to time in the Trust
Accounts, including the Reserve Account Initial Deposit and the Collection
Account Initial Deposit, if any, and all investments and proceeds thereof
(including all income thereon); and


 


(h)           all
present and future claims, demands, causes and choses in action in respect of
any or all of the foregoing and all payments on or under and all proceeds of
every kind and nature whatsoever in respect of any or all of the foregoing,
including all proceeds of the


 


1

















 


conversion, voluntary or involuntary, into cash or other liquid
property, all cash proceeds, accounts, accounts receivable, notes, drafts,
acceptances, chattel paper, checks, general intangibles, deposit accounts,
insurance proceeds, condemnation awards, rights to payment of any and every
kind and other forms of obligations and receivables, instruments and other
property which at any time constitute all or part of or are included in the
proceeds of any of the foregoing (collectively, the “Collateral”).


 


The foregoing Grant is made in trust to
secure the payment of principal of and interest on, and any other amounts owing
in respect of, the Notes, equally and ratably without prejudice, priority or
distinction, to secure compliance with the provisions of this Indenture, all as
provided in this Indenture.


 


The Indenture Trustee, as indenture trustee
on behalf of the Noteholders, acknowledges such Grant, accepts the trusts under
this Indenture in accordance with the provisions of this Indenture and agrees
to perform its duties required in this Indenture to the best of its ability to
the end that the interests of the Noteholders may be adequately and effectively
protected.


 


ARTICLE I


 


Definitions and Usage


 


SECTION 1.1  
Definitions and Usage.  Except as
otherwise specified herein or as the context may otherwise require, capitalized
terms used but not otherwise defined herein are defined in Appendix A to this
Indenture, which also contains rules as to usage that shall be applicable
herein.


 


SECTION 1.2  
Incorporation by Reference of Trust Indenture Act.  Whenever this Indenture refers to a
provision of the TIA, the provision is incorporated by reference in and made a
part of this Indenture.  The following
TIA terms used in this Indenture have the following meanings:


 


“Commission” means the Securities and
Exchange Commission.


 


“indenture securities” means the Notes.


 


“indenture security holder” means a
Noteholder.


 


“indenture to be qualified” means this
Indenture.


 


“indenture trustee” or “institutional
trustee” means the Indenture Trustee.


 


“obligor” on the indenture securities means
the Issuer and any other obligor on the indenture securities.


 


All other TIA terms used in this Indenture
that are defined by the TIA, defined by TIA reference to another statute or
defined by Commission rule have the meaning assigned to them by such
definitions.


 


2

















 


ARTICLE II


 


The Notes


 


SECTION 2.1  
Form.  The Notes, together with
the Indenture Trustee’s certificate of authentication, shall be in
substantially the forms set forth in Exhibit A, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing the Notes, as
evidenced by their execution of the Notes. 
Any portion of the text of any Note may be set forth on the reverse thereof,
with an appropriate reference thereto on the face of the Note.


 


The Definitive Notes shall be typewritten,
printed, lithographed or engraved or produced by any combination of these
methods (with or without steel engraved borders), all as determined by the
officers executing such Notes, as evidenced by their execution of such Notes.


 


The terms of the Notes set forth in Exhibit A
are part of the terms of this Indenture.


 


Each class of Notes will be represented by
interests in a book-entry note certificate deposited on the Closing Date with
Deutsche Bank Trust Company Americas, as custodian for DTC (the “DTC
Custodian”), and registered in the name of Cede & Co. as initial
nominee for DTC.


 


SECTION 2.2  
Execution, Authentication and Delivery. 
The Notes shall be executed on behalf of the Issuer by any of its
Authorized Officers.  The signature of
any such Authorized Officer on the Notes may be manual or facsimile.


 


Notes bearing the manual or facsimile
signature of individuals who were at any time Authorized Officers of the Issuer
shall bind the Issuer, notwithstanding that such individuals or any of them
have ceased to hold such offices prior to the authentication and delivery of
such Notes or did not hold such offices at the date of such Notes.


 


The Indenture Trustee shall upon Issuer Order
authenticate and deliver Notes for original issue in an aggregate principal
amount of $3,030,582,000.  The aggregate
principal amount of Notes Outstanding at any time may not exceed such amount
except as provided in Section 2.5.


 


Each Note shall be dated the date of its
authentication.  The Class A Notes
shall be issuable as registered notes in minimum denominations of $10,000 and
additional increments of $1,000.  The
Class B Notes shall be issuable as registered notes in minimum
denominations of $100,000 and additional increments of $1,000.


 


No Note shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose, unless there
appears on such Note a certificate of authentication substantially in the form
provided for herein executed by the Indenture Trustee by the manual signature
of one of its authorized signatories, and such certificate upon any Note shall
be


 


3

















 


conclusive
evidence, and the only evidence, that such Note has been duly authenticated and
delivered hereunder.


 


SECTION 2.3  
Temporary Notes.  Pending the
preparation of Definitive Notes, the Issuer may execute, and upon receipt of an
Issuer Order the Indenture Trustee shall authenticate and deliver, temporary
Notes which are printed, lithographed, typewritten, mimeographed or otherwise
produced, of the tenor of the Definitive Notes in lieu of which they are issued
and with such variations not inconsistent with the terms of this Indenture
determined to be appropriate by the Responsible Officer of the Issuer executing
the temporary Notes, as evidenced by his or her execution of such temporary
Notes.


 


If temporary Notes are issued, the Issuer
will cause Definitive Notes to be prepared without unreasonable delay.  After the preparation of Definitive Notes,
the temporary Notes shall be exchangeable for Definitive Notes upon surrender
of the temporary Notes at the office or agency of the Issuer to be maintained
as provided in Section 3.2, without charge to the Noteholder.  Upon surrender for cancellation of any one
or more temporary Notes, the Issuer shall execute and the Indenture Trustee
shall authenticate and deliver in exchange therefor a like principal amount of
Definitive Notes of authorized denominations. 
Until so exchanged, the temporary Notes shall in all respects be
entitled to the same benefits under this Indenture as Definitive Notes.


 


SECTION 2.4  
Registration; Registration of Transfer and Exchange.  The Issuer shall cause to be kept a register
(the “Note Register”) in which, subject to such reasonable regulations as it
may prescribe, the Issuer shall provide for the registration of Notes and the
registration of transfers of Notes.  The
Indenture Trustee shall be “Note Registrar” for the purpose of registering
Notes and transfers of Notes as herein provided.  Upon any resignation of any Note Registrar, the Issuer shall
promptly appoint a successor or, if it elects not to make such an appointment,
assume the duties of Note Registrar.


 


If a Person other than the Indenture Trustee
is appointed by the Issuer as Note Registrar, the Issuer shall give the
Indenture Trustee prompt written notice of the appointment of such Note
Registrar and of the location, and any change in the location, of the Note
Register, and the Indenture Trustee shall have the right to inspect the Note
Register at all reasonable times and to obtain copies thereof, and the
Indenture Trustee shall have the right to rely upon a certificate executed on
behalf of the Note Registrar by an Executive Officer thereof as to the names
and addresses of the Noteholders and the principal amounts and number of such
Notes.


 


Upon surrender for registration of transfer
of any Note at the office or agency of the Issuer to be maintained as provided
in Section 3.2, if the requirements of Section 8-401(1) of the UCC
are met, the Issuer shall execute, and the Indenture Trustee shall authenticate
and the Noteholder shall obtain from the Indenture Trustee, in the name of the
designated transferee or transferees, one or more new Notes in any authorized
denominations and a like aggregate principal amount.


 


At the option of the Noteholder, Notes may be
exchanged for other Notes in any authorized denominations and a like aggregate
principal amount, upon surrender of the Notes to be exchanged at such office or
agency.  Whenever any Notes are so
surrendered for exchange,


 


4

















 


the Issuer
shall execute, and the Indenture Trustee shall authenticate and the Noteholder
shall obtain from the Indenture Trustee, the Notes which the Noteholder making
the exchange is entitled to receive.


 


All Notes issued upon any registration of
transfer or exchange of Notes shall be the valid obligations of the Issuer,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Notes surrendered upon such registration of transfer or
exchange.


 


Every Note presented or surrendered for
registration of transfer or exchange shall be duly endorsed by, or be
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by the Noteholder thereof or such Noteholder’s
attorney duly authorized in writing, with such signature guaranteed by an
“eligible guarantor institution” meeting the requirements of the Note
Registrar, which requirements include membership or participation in Securities
Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Note Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Exchange Act.


 


No service charge shall be made to a
Noteholder for any registration of transfer or exchange of Notes, but the
Indenture Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Notes, other than exchanges pursuant to
Section 2.3 or 9.6 not involving any transfer.


 


The preceding provisions of this
Section notwithstanding, the Issuer shall not be required to make and the
Note Registrar need not register transfers or exchanges of Notes selected for
redemption or of any Note for a period of 15 days preceding the due date for
any payment with respect to the Note.


 


Any transfer or assignment of any Note or any
interest in any Note that is not effected pursuant to the provisions of this
Indenture, such as a transfer or assignment not reflected on the Note Register,
shall be null and void and shall not be taken into account by, or be binding
upon, the Indenture Trustee or any other party.


 


SECTION 2.5  
Mutilated, Destroyed, Lost or Stolen Notes.  If (i) any mutilated Note is surrendered to the Indenture
Trustee, or the Indenture Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, and (ii) there is delivered to the
Issuer and the Indenture Trustee such security or indemnity as may be required
by each of them to hold the Issuer and the Indenture Trustee harmless, then, in
the absence of notice to the Issuer, the Note Registrar or the Indenture
Trustee that such Note has been acquired by a bona fide purchaser, and provided
that the requirements of Section 8-405 of the UCC are met, the Issuer
shall execute and upon its request the Indenture Trustee shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Note, a replacement Note; provided, however, that if any
such destroyed, lost or stolen Note, but not a mutilated Note, shall have
become or within 15 days shall be due and payable, or shall have been called
for redemption, instead of issuing a replacement Note, the Issuer may pay such
destroyed, lost or stolen Note when so due or payable or upon the Redemption
Date without surrender thereof.  If,
after the delivery of such replacement Note or payment of a destroyed, lost or
stolen Note


 


5

















 


pursuant to the proviso to the preceding sentence, a bona fide
purchaser of the original Note in lieu of which such replacement Note was
issued presents for payment such original Note, the Issuer and the Indenture
Trustee shall be entitled to recover such replacement Note (or such payment)
from the Person to whom it was delivered or any Person taking such replacement
Note from such Person to whom such replacement Note was delivered or any
assignee of such Person, except a bona fide purchaser, and shall be entitled to
recover upon the security or indemnity provided therefor to the extent of any
loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee
in connection therewith.


 


Upon the issuance of any replacement Note
under this Section, the Issuer may require the payment by the Noteholder
thereof of a sum sufficient to cover any tax or other governmental charge that may
be imposed in relation thereto and any other reasonable expenses (including the
fees and expenses of the Indenture Trustee) connected therewith.


 


Every replacement Note issued pursuant to
this Section in replacement of any mutilated, destroyed, lost or stolen
Note shall constitute an original additional contractual obligation of the
Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be
at any time enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Notes duly
issued hereunder.


 


The provisions of this Section are
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Notes.


 


SECTION 2.6  
Persons Deemed Owner.  Prior to
due presentment for registration of transfer of any Note, the Issuer, the
Indenture Trustee and any agent of the Issuer or the Indenture Trustee may
treat the Person in whose name any Note is registered (as of the day of
determination) as the owner of such Note for the purpose of receiving payments
of principal of, interest, if any, on such Note and for all other purposes
whatsoever, whether or not such Note be overdue, and neither the Issuer, the
Indenture Trustee nor any agent of the Issuer or the Indenture Trustee shall be
affected by notice to the contrary.


 


SECTION 2.7  
Payment of Principal and Interest; Note Interest Shortfall.  (a)  The Notes shall accrue
interest as provided in the forms of Notes in Exhibit A and such interest shall
be payable on each Distribution Date as specified therein, subject to
Section 3.1.  Any installment of
interest or principal, if any, payable on any Note which is punctually paid or
duly provided for by the Issuer on the applicable Distribution Date shall be
paid to the Person in whose name such Note (or one or more Predecessor Notes)
is registered on the applicable Record Date by check mailed first-class,
postage prepaid to such Person’s address as it appears on the Note Register on
such Record Date, except that, unless Definitive Notes have been issued
pursuant to Section 2.12, with respect to Notes registered on the Record
Date in the name of the nominee of the applicable Clearing Agency, for the
Notes (initially, such nominee to be Cede & Co.), payment shall be made by
wire transfer in immediately available funds to the account designated by such
nominee and except for the final installment of principal payable with respect
to such Note on a Distribution Date or on the Note Final Maturity Date for such
Note which shall be payable as provided below. 
The funds represented by any such checks returned undelivered shall be
held in accordance with Section 3.3.


 


6

















 


(b)           The
principal amount of each class of Notes shall be payable in installments on
each Distribution Date as provided in the forms of Notes set forth in
Exhibit A.  Notwithstanding the
foregoing, the entire unpaid principal amount of each class of the Notes shall
be due and payable, if not previously paid, on the Note Final Maturity Date for
such class of Notes and on the date on which an Event of Default shall have
occurred and be continuing if the Indenture Trustee or the Noteholders of the
Notes representing at least a majority of the Outstanding Amount of the Notes
have declared the Notes to be immediately due and payable in the manner
provided in Section 5.2.  All
principal payments on the Notes shall be made pro rata to the specific class of
Noteholders entitled thereto.  The
Indenture Trustee shall notify the Person in whose name a Note is registered at
the close of business on the Record Date preceding the Distribution Date on
which the Issuer expects that the final installment of principal of and
interest on such Note will be paid. 
Such notice shall be mailed or transmitted by facsimile prior to such
final Distribution Date and shall specify that such final installment will be
payable only upon presentation and surrender of such Note and shall specify the
place where such Note may be presented and surrendered for payment of such
installment.  Notices in connection with
redemptions of Notes shall be mailed to Noteholders as provided in Section 10.2.


 


(c)           If
the Issuer defaults in a payment of interest at the applicable Note Rate on the
Notes, the Issuer shall pay the resulting Note Interest Shortfall on the
following Distribution Date as provided in the Administration Agreement.


 


SECTION 2.8  
Cancellation.  All Notes
surrendered for payment, registration of transfer, exchange or redemption
shall, if surrendered to any Person other than the Indenture Trustee, be
delivered to the Indenture Trustee and shall be promptly cancelled by the
Indenture Trustee.  The Issuer may at
any time deliver to the Indenture Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Issuer may have acquired in any
manner whatsoever and all Notes so delivered shall be promptly cancelled by the
Indenture Trustee.  No Notes shall be
authenticated in lieu of or in exchange for any Notes cancelled as provided in
this Section, except as expressly permitted by this Indenture.  All canceled Notes may be held or disposed
of by the Indenture Trustee in accordance with its standard retention or
disposal policy as in effect at the time, unless the Issuer shall direct by an
Issuer Order that they be returned to it and so long as such Issuer Order is
timely and the Notes have not been previously disposed of by the Indenture
Trustee.


 


SECTION 2.9  
Release of Collateral.   Subject
to Section 11.1 and the terms of the Basic Documents, the Indenture
Trustee shall release property from the lien of this Indenture only upon
receipt of an Issuer Request accompanied by an Officers’ Certificate of the
Issuer, an Opinion of Counsel and Independent Certificates in accordance with
TIA §§ 314(c) and 314(d)(1) or an Opinion of Counsel in lieu of such
Independent Certificates to the effect that the TIA does not require any such
Independent Certificates.


 


SECTION 2.10  
Book-Entry Notes.  The Notes,
upon original issuance, will be issued in the form of typewritten Notes
representing the Book-Entry Notes, to be delivered to The Depository Trust
Company, as initial Clearing Agency, by the Issuer, or on behalf of the
Issuer.  Such Notes shall initially be
registered on the Note Register in the name of Cede & Co., the nominee of
the initial Clearing Agency, and no Note Owner shall receive a definitive,
fully registered note (a “Definitive Note”) representing such Note Owner’s
interest in such Note,


 


7

















 


except as provided in Section 2.12.  Unless and until Definitive Notes have been issued to Note Owners
pursuant to Section 2.12:


 


(i)            the
provisions of this Section shall be in full force and effect;


 


(ii)           the
Note Registrar and the Indenture Trustee, and their respective directors,
officers, employees and agents, may deal with the applicable Clearing Agency
for all purposes (including the payment of principal of and interest and other
amounts on the Notes) as the authorized representative of the Note Owners;


 


(iii)          to
the extent that the provisions of this Section conflict with any other
provisions of this Indenture, the provisions of this Section shall
control;


 


(iv)          the
rights of Note Owners shall be exercised only through the applicable Clearing
Agency and shall be limited to those established by law and agreements between
such Note Owners and the applicable Clearing Agency and/or the applicable
Clearing Agency Participants pursuant to the Note Depository Agreement; and
unless and until Definitive Notes are issued pursuant to Section 2.12, the
initial Clearing Agency will make book-entry transfers among the applicable
Clearing Agency Participants and receive and transmit payments of principal of
and interest and other amounts on the Notes to such applicable Clearing Agency
Participants;


 


(v)           whenever
this Indenture requires or permits actions to be taken based upon instructions
or directions of Noteholders of Notes evidencing a specified percentage of the
Outstanding Amount of the Notes, the applicable Clearing Agency shall be deemed
to represent such percentage only to the extent that it has received  instructions to such effect from Note Owners
and/or applicable Clearing Agency Participants owning or representing,
respectively, such required percentage of the beneficial interest in the Notes
and has delivered such instructions to the Indenture Trustee; and


 


(vi)          upon
acquisition or transfer of a beneficial interest in any Book-Entry Note by, for
or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have
represented that such acquisition or purchase will not constitute or otherwise
result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or
Section 4975 of the Code, a non-exempt prohibited transaction in violation
of Section 406 of ERISA or Section 4975 of the Code which is not
covered by a class or other applicable exemption and (ii) in the case of a
Benefit Plan subject to a substantially similar federal, state, local or
foreign law, a non-exempt violation of such substantially similar law.  Any transfer found to have been made in
violation of such deemed representation shall be null and void and of no
effect.


 


SECTION 2.11  
Notices to Clearing Agency. 
Whenever a notice or other communication is required under this
Indenture to be given to Noteholders, unless and until Definitive Notes shall
have been issued to Note Owners pursuant to Section 2.12, the Indenture
Trustee shall give all such notices and communications specified herein to the
applicable Clearing Agency.


 


SECTION 2.12  
Definitive Notes.  If
(i) the Administrator advises the Indenture Trustee in writing that a
Clearing Agency (a) is closed for business for a continuous period of 14


 


8

















 


days (other than by reason of holiday, statutory or otherwise),
(b) announces an intention to cease business permanently (or does so and
no alternative clearing system acceptable to the Indenture Trustee is then
available), or (c) at any time, is unwilling or unable to continue as, or
ceases to be, a clearing agency registered under all applicable laws, and a
successor clearing agency which is registered as a clearing agency under all
applicable laws is not appointed by the Administrator within 90 days of such
event, (ii) the Administrator at its option advises the Indenture Trustee in
writing that it elects to terminate the book-entry system through that Clearing
Agency or (iii) after the occurrence of an Event of Default, a Servicer Default
or an Administrator Default, Note Owners representing beneficial interests
aggregating at least a majority of the Outstanding Amount of the applicable
Notes advise the applicable Clearing Agency (which shall then notify the
Indenture Trustee) in writing that the continuation of a book-entry system
through such Clearing Agency is no longer in the best interests of such Note
Owners, then the Indenture Trustee shall cause such Clearing Agency to notify
all Note Owners cleared, through such Clearing Agency, of the occurrence of any
such event and of the availability of Definitive Notes to Note Owners
requesting the same.  Upon surrender to
the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes
by a Clearing Agency, accompanied by registration instructions, the Issuer
shall execute and the Indenture Trustee shall authenticate the Definitive Notes
in accordance with the instructions of such Clearing Agency, which shall
include, without limitation, the identity and payment instructions for all
Noteholders of the applicable Notes. 
None of the Issuer, the Note Registrar or the Indenture Trustee shall be
liable for any delay in delivery of such instructions and may conclusively rely
on, and shall be protected in relying on, such instructions.  Upon the issuance of Definitive Notes, the
Indenture Trustee shall recognize the holders of the Definitive Notes as
Noteholders.


 


Upon acquisition or transfer of a Definitive
Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be
deemed to have represented that such acquisition or purchase will not
constitute or otherwise result in: (i) in the case of a Benefit Plan subject to
Section 406 of ERISA or Section 4975 of the Code, a non-exempt prohibited
transaction in violation of Section 406 of ERISA or Section 4975 of
the Code which is not covered by a class or other applicable exemption and (ii)
in the case of a Benefit Plan subject to a substantially similar law, a
non-exempt violation of such substantially similar law.  Any transfer found to have been made in
violation of such deemed representation shall be null and void and of no
effect.


 


ARTICLE III


 


Covenants


 


SECTION 3.1  
Payments to Noteholders.  The
Issuer shall duly and punctually pay the principal and interest, if any, with
respect to the Notes in accordance with the terms of the Notes and this
Indenture.  Without limiting the
foregoing, the Issuer shall cause to be distributed to Noteholders in
accordance with the Administration Agreement that portion of the amounts on
deposit in the Trust Accounts on a Distribution Date (other than any Eligible
Investments deposited therein that will mature on the Business Day preceding a
subsequent Distribution Date) which the Noteholders are entitled to receive
pursuant to Sections 2.7 and 2.8 of the Administration Agreement.  Amounts properly withheld under the Code by
any Person


 


9

















 


from a payment to any Noteholder of interest and/or principal shall be
considered as having been paid by the Issuer to such Noteholder for all
purposes of this Indenture.


 


SECTION 3.1A  Collateral Account.   In the event that pursuant to the terms of
the Interest Rate Cap Agreement, the Interest Rate Cap Counterparty is required
to deposit cash or securities as collateral to secure its obligations (“Cap
Collateral”), the Indenture Trustee shall establish and maintain an Eligible
Deposit Account in the name of the Indenture Trustee for the benefit of the
Issuer and the Interest Rate Cap Counterparty (an “Interest Rate Cap Agreement
Collateral Account”).  All sums on
deposit and securities held in any Interest Rate Cap Agreement Collateral
Account shall be used only for the purposes set forth in the related credit
support agreement to be entered into between the Trust and the Interest Rate
Cap Counterparty (a “Credit Support Agreement”).  Amounts on deposit in any Interest Rate Cap Agreement Collateral
Account may be invested in Eligible Investments at the written direction of the
Interest Rate Cap Counterparty and on each Distribution Date, all Investment
Earnings actually received by the Indenture Trustee on amounts on deposit in an
Interest Rate Cap Agreement Collateral Account or on securities held by the
Indenture Trustee as Interest Rate Cap Collateral shall be paid directly to the
Interest Rate Cap Counterparty and not become part of Available Funds in
accordance with the terms of the Credit Support Agreement.  All amounts deposited in an Interest Rate
Cap Agreement Collateral Account shall be paid to the Issuer (and become part
of Available Funds on the related Distribution Date) or returned to the related
Interest Rate Cap Counterparty, from time to time, in accordance with the
provisions set forth in the related Credit Support Agreement.


 


SECTION 3.2  
Maintenance of Office or Agency. 
The Issuer shall maintain in the Borough of Manhattan, The City of New
York and in Luxembourg, so long as any of the Notes are listed on the
Luxembourg Stock Exchange and the rules of such exchange so require, or in such
other jurisdiction if any of the Notes are listed on another stock exchange of
international standing and the rules of such other exchange so require, an
office or agency where Notes may be surrendered for registration of transfer or
exchange, and where notices and demands to or upon the Issuer in respect of the
Notes and this Indenture may be served. 
The Issuer hereby initially appoints the Indenture Trustee to serve as
its agent for the foregoing purposes. 
The Issuer shall give prompt written notice to the Indenture Trustee of
the location, and of any change in the location, of any such office or
agency.  If at any time the Issuer shall
fail to maintain any such office or agency or shall fail to furnish the
Indenture Trustee with the address thereof, such surrenders, notices and
demands may be made or served at the Corporate Trust Office, and the Issuer
hereby appoints the Indenture Trustee as its agent to receive all such
surrenders, notices and demands.


 


SECTION 3.3  
Money for Payments to be Held in Trust. 
As provided in Section 8.2(a) and (b), all payments of amounts due
and payable with respect to any Notes that are to be made from amounts
distributed from the Collection Account or the Reserve Account pursuant to Sections
2.7 and 2.8 of the Administration Agreement shall be made on behalf of the
Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so
distributed from the Collection Account for payments to Noteholders shall be
paid over to the Issuer except as provided in this Section.


 


10

















 


On or before the Business Day next preceding
each Distribution Date and Redemption Date, the Issuer shall distribute or
cause to be distributed to the Indenture Trustee (or any other Paying Agent) an
aggregate sum sufficient to pay the amounts then becoming due under the Notes,
such sum to be held in trust for the benefit of the Persons entitled thereto
and (unless the Paying Agent is the Indenture Trustee) shall promptly notify
the Indenture Trustee of its action or failure so to act.


 


The Issuer shall cause each Paying Agent
other than the Indenture Trustee to execute and deliver to the Indenture
Trustee an instrument in which such Paying Agent shall agree with the Indenture
Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so
agrees), subject to the provisions of this Section, that such Paying Agent
will:


 


(i)            hold
all sums held by it for the payment of amounts due with respect to the Notes in
trust for the benefit of the Persons entitled thereto until such sums shall be
paid to such Persons or otherwise disposed of as herein provided and pay such
sums to such Persons as herein provided;


 


(ii)           give
the Indenture Trustee notice of any default by the Issuer of which it has
actual knowledge (or any other obligor upon the Notes) in the making of any
payment required to be made with respect to the Notes;


 


(iii)          at
any time during the continuance of any such default, upon the written request
of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so
held in trust by such Paying Agent;


 


(iv)          immediately
resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums
held by it in trust for the payments due under the Notes if at any time it
ceases to meet the standards required to be met by a Paying Agent at the time
of its appointment; and


 


(v)           comply
with all requirements of the Code with respect to the withholding from any
payments made by it on any Notes of any applicable withholding taxes imposed
thereon and with respect to any applicable reporting requirements in connection
therewith.


 


The Issuer may at any time, for the purpose
of obtaining the satisfaction and discharge of this Indenture or for any other
purpose, by Issuer Order direct any Paying Agent to pay to the Indenture
Trustee all sums held in trust by such Paying Agent, such sums to be held by
the Indenture Trustee upon the same trusts as those upon which the sums were
held by such Paying Agent; and upon such payment by any Paying Agent to the
Indenture Trustee, such Paying Agent shall be released from all further
liability with respect to such money.


 


Subject to applicable laws with respect to
escheat of funds, any money held by the Indenture Trustee or any Paying Agent
in trust for the payment of any amount due with respect to any Note and
remaining unclaimed for two years after such amount has become due and payable
shall be discharged from such trust and be paid to the Issuer on Issuer Request
or if the Issuer has been terminated to the Depositor upon its written request;
and the Noteholder thereof shall thereafter, as an unsecured general creditor,
look only to the Issuer for payment thereof (but


 


11

















 


only to the
extent of the amounts so paid to the Issuer), and all liability of the
Indenture Trustee or such Paying Agent with respect to such trust money shall
thereupon cease; provided, however, that the Indenture Trustee or
such Paying Agent, before being required to make any such repayment, shall at
the expense and direction of the Issuer cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in The City of New York and in
Luxembourg, so long as any of the Notes are listed on the Luxembourg Stock
Exchange and the rules of such Exchange so require, or in such other
jurisdiction if any of the Notes are listed on another stock exchange of
international standing and the rules of such other exchange so require, notice
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the
Issuer.  The Indenture Trustee shall
also adopt and employ, at the expense of the Issuer, any other reasonable means
of notification of such repayment (including mailing notice of such repayment
to Noteholders whose Notes have been called but have not been surrendered for
redemption or whose right to or interest in moneys due and payable but not
claimed is determinable from the records of the Indenture Trustee or of any
Paying Agent, at the last address of record for each such Noteholder).


 


SECTION 3.4  
Existence.  The Issuer shall keep
in full effect its existence, rights and franchises as a statutory trust under
the laws of the State of Delaware (unless it becomes, or any successor Issuer
hereunder is or becomes, organized under the laws of any other State or of the
United States of America, in which case the Issuer shall keep in full effect
its existence, rights and franchises under the laws of such other jurisdiction)
and shall obtain and preserve its qualification to do business in each jurisdiction
in which such qualification is or shall be necessary to protect the validity
and enforceability of this Indenture, the Notes, the Collateral and each other
instrument or agreement included in the Indenture Trust Estate.


 


SECTION 3.5  
Protection of Indenture Trust Estate. 
The Issuer will from time to time execute and deliver all such
supplements and amendments hereto, all such financing statements and
continuation statements and will take such other action necessary or advisable
to:


 


(i)            maintain
or preserve the lien and security interest (and the priority thereof) of this
Indenture or carry out more effectively the purposes hereof;


 


(ii)           perfect,
publish notice of or protect the validity of any grant made or to be made by
this Indenture;


 


(iii)          enforce
any of the Collateral; or


 


(iv)          preserve
and defend title to the Indenture Trust Estate and the rights of the Indenture
Trustee and the Noteholders in such Indenture Trust Estate against the claims
of all persons and parties.


 


The Issuer hereby designates the Indenture
Trustee its agent and attorney-in-fact to execute any financing statement,
continuation statement or other instrument required to be executed pursuant to
this Section.


 


12

















 


SECTION 3.6  
Opinions as to Indenture Trust Estate. 
(a)  On the Closing Date, the Issuer shall furnish to the
Indenture Trustee an Opinion of Counsel either stating that, in the opinion of
such counsel, such action has been taken with respect to the recording and
filing of this Indenture as is necessary to perfect and make effective the lien
and security interest of this Indenture and reciting the details of such
action, or stating that, in the opinion of such counsel, no such action is
necessary to make such lien and security interest effective.


 


(b)           On
or before December 31 in each calendar year, beginning in 2004, the Issuer
shall furnish to the Indenture Trustee an Opinion of Counsel either stating
that, in the opinion of such counsel, such action has been taken with respect
to the recording, filing, re-recording and refiling of this Indenture and any
indentures supplemental hereto as is necessary to maintain the lien and
security interest created by this Indenture and relating the details of such
action or stating that in the opinion of such counsel no such action is
necessary to maintain such lien and security interest.  Such Opinion of Counsel shall also describe
the recording, filing, recording and refiling of this Indenture and any
indentures supplemental hereto that will, in the opinion of such counsel, be
required to maintain the lien and security interest of this Indenture until
December 31 in the following calendar year.


 


SECTION 3.7  
Performance of Obligations; Servicing of Trust Student Loans.  (a)  The Issuer will not take any
action and will use its best efforts not to permit any action to be taken by
others that would release any Person from any of such Person’s material
covenants or obligations under any instrument or agreement included in the
Indenture Trust Estate or that would result in the amendment, hypothecation,
subordination, termination or discharge of, or impair the validity or
effectiveness of, any such instrument or agreement, except as expressly
provided in this Indenture, any other Basic Document or such other instrument
or agreement.


 


(b)           The
Issuer may contract with other Persons to assist it in performing its duties
under this Indenture, and any performance of such duties by a Person identified
to the Indenture Trustee in an Officers’ Certificate of the Issuer shall be
deemed to be action taken by the Issuer; provided, however, the
Issuer shall not be liable for any acts of Persons with whom the Issuer has
contracted with reasonable care. 
Initially, the Issuer has contracted with the Servicer and the
Administrator to assist the Issuer in performing its duties under this
Indenture.  The Issuer shall give
written notice to the Indenture Trustee and each Rating Agency of any such
contract with any other Person.


 


(c)           The
Issuer shall punctually perform and observe all of its obligations and
agreements contained in this Indenture, the other Basic Documents and the
instruments and agreements included in the Indenture Trust Estate, including
filing or causing to be filed all UCC financing statements and continuation
statements prepared by the Issuer and required to be filed by the terms of this
Indenture and the Administration Agreement in accordance with and within the
time periods provided for herein and therein. 
Except as otherwise expressly provided therein, the Issuer shall not
waive, amend, modify, supplement or terminate any Basic Document or any
provision thereof without the consent of the Indenture Trustee or the
Noteholders of at least a majority of the Outstanding Amount of the Notes; provided,
for the avoidance of doubt, that a transfer or assignment by the Interest Rate
Cap Counterparty of any of its interests or obligations in accordance with the
requirements of Section 7 of the Interest Rate Cap Agreement (including
the requirement that each Rating Agency then rating the Notes issue written
acknowledgment


 


13

















 


that, notwithstanding such transfer or assignment, the then-current
rating of the Notes will not be downgraded) shall not constitute a waiver,
amendment, modification, supplement or termination of the Interest Rate Cap
Agreement or any provision thereof and shall not require the consent of the
Indenture Trustee or the Noteholders of at least a majority of the Outstanding
Amount of the Notes.  The Issuer shall
give written notice to each Rating Agency of any waiver, amendment,
modification, supplement or termination that requires the consent of the
Indenture Trustee or the Noteholders of at least a majority of the Outstanding
Amount of the Notes.


 


(d)           If
a Responsible Officer of the Issuer shall have knowledge of the occurrence of a
Servicer Default or an Administrator Default under the Servicing Agreement or
the Administration Agreement, respectively, the Issuer shall promptly notify
the Indenture Trustee and the Rating Agencies thereof, and shall specify in
such notice the action, if any, the Issuer is taking with respect to such
default.  If a Servicer Default shall
arise from the failure of the Servicer to perform any of its duties or obligations
under the Servicing Agreement, or an Administrator Default shall arise from the
failure of the Administrator to perform any of its duties or obligations under
the Administration Agreement, as the case may be, with respect to the Trust
Student Loans, the Issuer shall take all reasonable steps available to it to
enforce its rights under the Basic Documents in respect of such failure.


 


(e)           As
promptly as possible after the giving of notice of termination to the Servicer
of the Servicer’s rights and powers, pursuant to Section 5.1 of the
Servicing Agreement, or to the Administrator of the Administrator’s rights and
powers, pursuant to Section 5.1 of the Administration Agreement, the
Issuer shall appoint a successor servicer (the “Successor Servicer”) or a
successor administrator (the “Successor Administrator”), respectively, and such
Successor Servicer or Successor Administrator, as the case may be, shall accept
its appointment by a written assumption in a form acceptable to the Indenture
Trustee.  In the event that a Successor
Servicer or Successor Administrator has not been appointed and accepted its
appointment at the time when the Servicer or Administrator, as the case may be,
ceases to act as Servicer or Administrator, respectively, the Indenture Trustee
without further action shall automatically be appointed the Successor Servicer
or Successor Administrator, as the case may be.  The Indenture Trustee may resign as the Successor Servicer or the
Successor Administrator by giving written notice of resignation to the Issuer
and in such event will be released from such duties and obligations, such
release not to be effective until the date a new servicer or a new
administrator enters into an agreement with the Issuer as provided below; provided,
however, that nothing herein shall require or permit the Indenture
Trustee to act as Servicer, or otherwise service the Trust Student Loans, in
violation of the Higher Education Act. 
Upon delivery of any such notice to the Issuer, the Issuer shall obtain
a new servicer as the Successor Servicer under the Servicing Agreement or a new
administrator as the Successor Administrator under the Administration
Agreement, as the case may be.  Any
Successor Servicer or Successor Administrator, other than the Indenture Trustee,
shall (i) be an established institution (A) that satisfies any requirements of
the Higher Education Act applicable to servicers and (B) whose regular business
includes the servicing or administration of student loans and (ii) enter into a
servicing agreement or an administration agreement, respectively, with the
Issuer having substantially the same provisions as the provisions of the
Servicing Agreement and the Administration Agreement, as applicable.  If within 30 days after the delivery of the
notice referred to above, the Issuer shall not have obtained such a new
servicer or new administrator, as the case may be, the Indenture Trustee may
appoint, or may petition a court of competent


 


14

















 


jurisdiction to appoint, a Successor Servicer or Successor
Administrator; provided, however, that such right to appoint or
to petition for the appointment of any such successor shall in no event relieve
the Indenture Trustee from any obligations otherwise imposed on it under the
Basic Documents until such successor has in fact assumed such appointment.  In connection with any such appointment, the
Indenture Trustee may make such arrangements for the compensation of such
successor as it and such successor shall agree, subject to the limitations set
forth below and in the Servicing Agreement or Administration Agreement, as
applicable, and in accordance with Section 5.2 of the Servicing Agreement
and Section 5.2 of the Administration Agreement, the Issuer shall enter
into an agreement with such successor for the servicing or administration of
the Trust Student Loans (such agreement to be in form and substance
satisfactory to the Indenture Trustee). 
If the Indenture Trustee shall succeed as provided herein to the
Servicer’s duties as Servicer with respect to the Trust Student Loans, or the
Administrator’s duties with respect to the Issuer and the Trust Student Loans,
as the case may be, it shall do so in its individual capacity and not in its
capacity as Indenture Trustee and, accordingly, the provisions of
Article VI hereof shall be inapplicable to the Indenture Trustee in its
duties as the successor to the Servicer or the Administrator, as the case may
be, and the servicing or administration of the Trust Student Loans.  In case the Indenture Trustee shall become
successor to the Servicer or the Administrator, the Indenture Trustee shall be
entitled to appoint as Servicer or as Administrator, as the case may be, any
one of its Affiliates, provided that such appointment shall not affect or alter
in any way the liability of the Indenture Trustee as Successor Servicer or
Successor Administrator, respectively, in accordance with the terms hereof.


 


(f)            Upon
any termination of the Servicer’s rights and powers pursuant to the Servicing Agreement,
or any termination of the Administrator’s rights and powers pursuant to the
Administration Agreement, as the case may be, the Issuer shall promptly notify
the Indenture Trustee and each Rating Agency. 
As soon as a Successor Servicer or a Successor Administrator is
appointed, the Issuer shall notify the Indenture Trustee and each Rating Agency
of such appointment, specifying in such notice the name and address of such
Successor Servicer or such Successor Administrator.


 


(g)           Without
derogating from the absolute nature of the assignment granted to the Indenture
Trustee under this Indenture or the rights of the Indenture Trustee hereunder,
the Issuer agrees that it will not, without the prior written consent of the
Indenture Trustee or the Noteholders of at least a majority in Outstanding
Amount of the Notes, amend, modify, waive, supplement, terminate or surrender,
or agree to any amendment, modification, supplement, termination, waiver or
surrender of, the terms of any Collateral or the Basic Documents, except to the
extent otherwise provided in the Basic Documents, or waive timely performance
or observance by the Servicer, the Administrator, the Depositor, the Excess
Distribution Certificateholder, SLMA, SLM ECFC, the Issuer, the Eligible Lender
Trustee or the Interest Rate Cap Counterparty under the Basic Documents; provided,
however, that no such amendment shall (i) increase or reduce in any
manner the amount of, or accelerate or delay the timing of, distributions that
are required to be made for the benefit of the Noteholders, or (ii) reduce the
aforesaid percentage of the Notes which are required to consent to any such
amendment, without the consent of the Noteholders of all the Outstanding
Notes.  If any such amendment,
modification, supplement or waiver shall be so consented to by the Indenture
Trustee or such Noteholders, the Issuer shall give written notice thereof to
each Rating Agency and agrees, promptly following a request by the Indenture
Trustee to do so, to execute and deliver, in its own


 


15

















 


name and at its own expense, such agreements, instruments, consents and
other documents as the Indenture Trustee may deem necessary or appropriate in
the circumstances.


 


SECTION 3.8  
Negative Covenants.  So long as
any Notes are Outstanding, the Issuer shall not:


 


(i)            except
as expressly permitted by this Indenture or any other Basic Document, sell,
transfer, exchange or otherwise dispose of any of the properties or assets of
the Issuer, including those included in the Indenture Trust Estate, unless
directed to do so by the Indenture Trustee;


 


(ii)           claim
any credit on, or make any deduction from the principal or interest payable in
respect of, the Notes (other than amounts properly withheld from such payments
under the Code or applicable state law) or assert any claim against any present
or former Noteholder by reason of the payment of the taxes levied or assessed
upon any part of the Indenture Trust Estate;


 


(iii)          (A)
permit the validity or effectiveness of this Indenture to be impaired, or
permit the lien of this Indenture to be amended, hypothecated, subordinated,
terminated or discharged, or permit any Person to be released from any
covenants or obligations with respect to the Notes under this Indenture except
as may be expressly permitted hereby, (B) permit any lien, charge, excise,
claim, security interest, mortgage or other encumbrance (other than the lien of
this Indenture) to be created on or extend to or otherwise arise upon or burden
the Indenture Trust Estate or any part thereof or any interest therein or the
proceeds thereof (other than tax liens and other liens that arise by operation
of law, and other than as expressly permitted by the Basic Documents) or (C)
permit the lien of this Indenture not to constitute a valid first priority
(other than with respect to any such tax or other lien) security interest in
the Indenture Trust Estate; or


 


(iv)          enter
into any amendment to the Interest Rate Cap Agreement to cure any ambiguity in,
or to correct or supplement any provision of the Interest Rate Cap Agreement,
unless the Issuer has determined, and the Indenture Trustee has agreed in
writing at the written direction of the Issuer, that the amendment will not
materially adversely affect the interests of the Noteholders and provided that
the Issuer has provided reasonable notice to the Rating Agencies of such
amendment and the Rating Agency Condition is satisfied.


 


SECTION 3.9  
Annual Statement as to Compliance. 
The Issuer will deliver to the Indenture Trustee and each Rating Agency,
within 90 days after the end of each fiscal year of the Issuer (commencing with
the fiscal year ending December 31, 2004), an Officers’ Certificate of the
Issuer stating that:


 


(i)            a
review of the activities of the Issuer during such year and of performance
under this Indenture has been made under such Authorized Officers’ supervision;
and


 


(ii)           to
the best of such Authorized Officers’ knowledge, based on such review, the
Issuer has complied with all conditions and covenants under this Indenture
throughout such year, or, if there has been a default in the compliance of any
such condition or


 


16

















 


covenant, specifying each such default known to such Authorized
Officers and the nature and status thereof.


 


SECTION 3.10  
Issuer May Consolidate, etc., Only on Certain Terms.


 


(a)           The
Issuer shall not consolidate or merge with or into any other Person, unless:


 


(i)            the
Person (if other than the Issuer) formed by or surviving such consolidation or
merger shall be a Person organized and existing under the laws of the United
States of America or any State and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Indenture Trustee, in form
satisfactory to the Indenture Trustee, the due and punctual payment of the
principal of, and interest, if any, on all Notes and the performance or
observance of every agreement and covenant of this Indenture and the other
Basic Documents on the part of the Issuer to be performed or observed, all as
provided herein;


 


(ii)           immediately
after giving effect to such transaction, no Default shall have occurred and be
continuing;


 


(iii)          the
Rating Agency Condition shall have been satisfied with respect to such
transaction;


 


(iv)          the
Issuer shall have received an Opinion of Counsel (and shall have delivered
copies thereof to the Indenture Trustee) to the effect that such transaction
will not have any material adverse Federal or Delaware state tax consequence to
the Issuer or any Noteholder;


 


(v)           any
action as is necessary to maintain the lien and security interest created by
this Indenture shall have been taken; and


 


(vi)          the
Issuer shall have delivered to the Indenture Trustee an Officers’ Certificate
of the Issuer and an Opinion of Counsel each stating that such consolidation or
merger and such supplemental indenture comply with this Article III and
that all conditions precedent herein provided for relating to such transaction
have been complied with (including any filing required by the Exchange Act).


 


(b)           The
Issuer shall not convey or transfer all or substantially all of its properties
or assets, including those included in the Indenture Trust Estate, to any
Person, unless:


 


(i)            the
Person that acquires by conveyance or transfer the properties and assets of the
Issuer the conveyance or transfer of which is hereby restricted shall (A) be a
United States citizen or a Person organized and existing under the laws of the
United States of America or any State, (B) expressly assume, by an indenture
supplemental hereto, executed and delivered to the Indenture Trustee, in form
satisfactory to the Indenture Trustee, the due and punctual payment of the
principal of, and interest, if any, on all Notes and the performance or
observance of every agreement and covenant of this Indenture on the part of the
Issuer to be performed or observed, all as provided herein, (C) expressly agree
by means of such supplemental indenture that all right, title and interest so
conveyed or transferred shall be subject and subordinate to the rights of
Noteholders, (D) unless otherwise provided in such supplemental indenture,
expressly agree to indemnify, defend and hold harmless the Issuer against and
from any loss, liability or


 


17

















 


expense arising under or related to this Indenture and the Notes and
(E) expressly agree by means of such supplemental indenture that such Person
(or if a group of Persons, then one specified Person) shall make all filings
with the Commission (and any other appropriate Person) required by the Exchange
Act in connection with the Notes;


 


(ii)           immediately
after giving effect to such transaction, no Default shall have occurred and be
continuing;


 


(iii)          the
Rating Agency Condition shall have been satisfied with respect to such
transaction;


 


(iv)          the
Issuer shall have received an Opinion of Counsel (and shall have delivered
copies thereof to the Indenture Trustee) to the effect that such transaction
will not have any material adverse Federal or Delaware state tax consequence to
the Issuer or any Noteholder;


 


(v)           any
action as is necessary to maintain the lien and security interest created by
this Indenture shall have been taken; and


 


(vi)          the
Issuer shall have delivered to the Indenture Trustee an Officers’ Certificate
of the Issuer and an Opinion of Counsel each stating that such conveyance or
transfer and such supplemental indenture comply with this Article III and
that all conditions precedent herein provided for relating to such transaction
have been complied with (including any filing required by the Exchange Act).


 


SECTION 3.11  
Successor or Transferee. 
(a)  Upon any consolidation or merger of the Issuer in
accordance with Section 3.10(a), the Person formed by or surviving such
consolidation or merger (if other than the Issuer) shall succeed to, and be
substituted for, and may exercise every right and power of, the Issuer under
this Indenture with the same effect as if such Person had been named as the
Issuer herein.


 


(b)           Upon
a conveyance or transfer of all the assets and properties of the Issuer
pursuant to Section 3.10(b), SLM Student Loan Trust 2004-6 will be
released from every covenant and agreement of this Indenture to be observed or
performed on the part of the Issuer with respect to the Notes immediately upon
the delivery by the Issuer of written notice to the Indenture Trustee stating
that SLM Student Loan Trust 2004-6 is to be so released.


 


SECTION 3.12  
No Other Business.  The Issuer
shall not engage in any business other than financing, purchasing, owning,
selling and managing the Trust Student Loans and the other assets of the Issuer
and related proceeds in the manner contemplated by this Indenture and the other
Basic Documents and activities incidental thereto.


 


SECTION 3.13  
No Borrowing.  The Issuer shall
not issue, incur, assume, guarantee or otherwise become liable, directly or
indirectly, for any indebtedness except for the Notes.


 


SECTION 3.14  
Obligations of Servicer and Administrator.  The Issuer shall cause the Servicer to comply with Sections 3.1,
3.2 and 3.3 of the Administration Agreement and


 


18

















 


Section 3.7 of the Servicing Agreement and the Administrator to
comply with Sections 2.11, 3.1, 3.2 and 3.3 of the Administration Agreement.


 


SECTION 3.15  
Guarantees, Loans, Advances and Other Liabilities.   Except as contemplated by this Indenture
and the other Basic Documents, the Issuer shall not make any loan or advance or
credit to, or guarantee (directly or indirectly or by an instrument having the
effect of assuring another’s payment or performance on any obligation or
capability of so doing or otherwise), endorse or otherwise become contingently
liable, directly or indirectly, in connection with the obligations, stocks or
dividends of, or own, purchase, repurchase or acquire (or agree contingently to
do so) any stock, obligations, assets or securities of, or any other interest
in, or make any capital contribution to, any other Person.


 


SECTION 3.16  
Capital Expenditures.  The Issuer
shall not make any expenditure (by long-term or operating lease or otherwise)
for capital assets (either realty or personalty).


 


SECTION 3.17  
Restricted Payments.  The Issuer
shall not, directly or indirectly, (i) pay any dividend or make any
distribution (by reduction of capital or otherwise), whether in cash, property,
securities or a combination thereof, to the Eligible Lender Trustee or any
owner of a beneficial interest in the Issuer or otherwise with respect to any
ownership or equity interest or security in or of the Issuer or to the Servicer
or the Administrator, (ii) redeem, purchase, retire or otherwise acquire for
value any such ownership or equity interest or security or (iii) set aside or
otherwise segregate any amounts for any such purpose; provided, however,
that the Issuer may make, or cause to be made, distributions to the Servicer,
the Eligible Lender Trustee, the Indenture Trustee, the Noteholders, the
Interest Rate Cap Counterparty, the Administrator, the Depositor and the Excess
Distribution Certificateholder as contemplated by, and to the extent funds are
available for such purpose under, this Indenture and the other Basic
Documents.  The Issuer will not,
directly or indirectly, make payments to or distributions from the Collection
Account except in accordance with this Indenture and the other Basic Documents.


 


SECTION 3.18  
Notice of Events of Default.  The
Issuer shall give the Indenture Trustee, the Rating Agencies and the Interest
Rate Cap Counterparty prompt written notice of each Event of Default
hereunder.  The Issuer shall give the
Indenture Trustee and the Rating Agencies prompt written notice of each default
on the part of (i) the Depositor of its obligations under the Sale
Agreement, (ii) SLMA of its obligations under the SLMA Purchase Agreement,
(iii) SLM ECFC of its obligations under the SLM ECFC Purchase Agreement,
(iv) the Servicer of its obligations under the Servicing Agreement, or
(v) the Administrator of its obligations under the Administration
Agreement.  In addition, the Issuer
shall deliver to the Indenture Trustee, each Rating Agency and the Interest
Rate Cap Counterparty, within five days after the occurrence thereof, written
notice in the form of an Officers’ Certificate of the Issuer of any event which
with the giving of notice and the lapse of time would become an Event of
Default under Section 5.1(iii), its status and what action the Issuer is
taking or proposes to take with respect thereto.


 


SECTION 3.19  
Further Instruments and Acts. 
Upon request of the Indenture Trustee, the Issuer will execute and
deliver such further instruments and do such further acts as


 


19

















 


may be reasonably necessary or proper to carry out more effectively the
purpose of this Indenture.


 


ARTICLE IV


 


Satisfaction and Discharge


 


SECTION 4.1  
Satisfaction and Discharge of Indenture.  This Indenture shall cease to be of further effect with respect
to the Notes except as to (i) rights of registration of transfer and exchange,
(ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights
of Noteholders to receive payments of principal thereof and interest thereon,
(iv) Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.12 and 3.13, (v) the rights,
obligations and immunities of the Indenture Trustee hereunder (including,
without limitation, the rights of the Indenture Trustee under Section 6.7
and the obligations of the Indenture Trustee under Section 4.2) and (vi)
the rights of Noteholders as beneficiaries hereof with respect to the property
so deposited with the Indenture Trustee payable to all or any of them, and the
Indenture Trustee, on demand of and at the expense of the Issuer, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
with respect to the Notes, when:


 


(a)           either


 


(1)                                  all Notes theretofore
authenticated and delivered (other than (i) Notes that have been destroyed,
lost or stolen and that have been replaced or paid as provided in
Section 2.5 and (ii) Notes for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Issuer and thereafter
repaid to the Issuer or discharged from such trust, as provided in
Section 3.3) have been delivered to the Indenture Trustee for
cancellation; or


 


(2)                                  all Notes not
theretofore delivered to the Indenture Trustee for cancellation


 


(i)                                     have
become due and payable,


 


(ii)                                  will
become due and payable at their respective Note Final Maturity Date, within one
year, or


 


(iii)                               are
to be called for redemption within one year under arrangements satisfactory to
the Indenture Trustee for the giving of notice of redemption by the Indenture
Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the
case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be
irrevocably deposited with the Indenture Trustee cash or direct obligations of
or obligations guaranteed by the United States of America (which will mature
prior to the date such amounts are payable), in trust for such purpose, in an
amount sufficient to pay and discharge the entire indebtedness on such Notes
not theretofore delivered to the Indenture Trustee for cancellation when due to
the Note Final Maturity Date;


 


(b)           the
Issuer has paid or caused to be paid all other sums payable hereunder by the
Issuer; and


 


20

















 


(c)           the
Issuer has delivered to the Indenture Trustee an Officers’ Certificate of the
Issuer, an Opinion of Counsel and (if required by the TIA or the Indenture
Trustee) an Independent Certificate from a firm of certified public
accountants, each meeting the applicable requirements of Section 11.1(a)
and, subject to Section 11.2, each stating that all conditions precedent
herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with.


 


SECTION 4.2  
Application of Trust Money.  All
moneys deposited with the Indenture Trustee pursuant to Section 4.1 hereof
shall be held in trust and applied by it, in accordance with the provisions of
the Notes and this Indenture, to the payment, either directly or through any
Paying Agent, as the Indenture Trustee may determine, to the Noteholders of the
particular Notes for the payment or redemption of which such moneys have been
deposited with the Indenture Trustee, of all sums due and to become due thereon
for principal and interest; but such moneys need not be segregated from other
funds except to the extent required herein or in the Administration Agreement
or required by law.


 


SECTION 4.3  
Repayment of Moneys Held by Paying Agent.   In connection with the satisfaction and discharge of this
Indenture with respect to the Notes, all moneys then held by any Paying Agent
other than the Indenture Trustee under the provisions of this Indenture with
respect to such Notes shall, upon demand of the Issuer, be paid to the
Indenture Trustee to be held and applied according to Section 3.3 and
thereupon such Paying Agent shall be released from all further liability with
respect to such moneys.


 


SECTION 4.4  
Auction of Trust Student Loans. 
On the date (the “Trust Auction Date”) that is three Business Days prior
to the Distribution Date immediately following the end of the first Collection
Period when the Pool Balance is equal to 10% or less of the initial Pool Balance,
any Trust Student Loans remaining in the Trust shall be offered for sale by the
Indenture Trustee unless the Servicer has exercised its option to purchase the
Trust Estate as described in Section 6.1(a) of the Administration
Agreement with respect to such Distribution Date.  The Servicer will be deemed to have waived such option if it
fails to notify the Eligible Lender Trustee and the Indenture Trustee of its
exercise thereof in writing prior to the Indenture Trustee’s acceptance of a
bid to purchase such Trust Student Loans; provided, however, that
there shall be no such offer for sale if the Indenture Trustee fails to provide
notice to the Servicer in accordance with this Section 4.4.  The Indenture Trustee shall provide written
notice to the Servicer of any such offer for sale at least 5 Business Days in
advance of the Trust Auction Date.  The
Indenture Trustee shall permit the Servicer or any of its Affiliates including
SLMA and SLM ECFC to offer bids only if the Pool Balance as of the applicable Trust
Auction Date is equal to 10% or less of the Initial Pool Balance and such bid
does not exceed the fair market value of the Trust Student Loans as of the
Trust Auction Date.  If at least two
bids are received, the Indenture Trustee shall solicit and resolicit new bids
from all participating bidders until only one bid remains or the remaining
bidders decline to resubmit bids.  The
Indenture Trustee shall accept the highest of such remaining bids if it is
equal to or in excess of both the Minimum Purchase Amount and the fair market
value of such Trust Student Loans as of the end of the Collection Period
immediately preceding the Trust Auction Date. 
If at least two bids are not received or the highest bid after the
resolicitation process is completed is not equal to or in excess of the higher
of the Minimum Purchase Amount and the fair market value of the Trust Student
Loans, the Indenture Trustee shall not consummate such sale.  The Indenture Trustee


 


21

















 


may consult, and, at the direction of the Depositor, shall consult,
with a financial advisor, including an underwriter of the Notes or the
Administrator, to determine if the fair market value of the Trust Student Loans
has been offered.  The proceeds of any
such sale will be paid at the time set forth in Section 2.6 of the
Administration Agreement and applied in the order of priority set forth in
Section 5.4(b).  If the sale is not
consummated in accordance with the foregoing, the Indenture Trustee may, but shall
not be under any obligation to, solicit bids for sale of the Trust Student
Loans with respect to future Distribution Dates upon terms similar to those
described above, including the Servicer’s waiver of its option to purchase the
Trust Estate in accordance with Section 6.1(a) of the Administration
Agreement with respect to each such future Distribution Date.


 


ARTICLE V


 


Remedies


 


SECTION 5.1  
Events of Default.  “Event of
Default,” wherever used herein, means any one of the following events (whatever
the reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):


 


(i)            default
in the payment of any interest on any Note when the same becomes due and
payable, and such default shall continue for a period of five days; or


 


(ii)           default
in the payment of the principal of any Note when the same becomes due and
payable on the related Note Final Maturity Date; or


 


(iii)          default
in the observance or performance of any covenant or agreement of the Issuer
made in this Indenture (other than a covenant or agreement, a default in the
observance or performance of which is elsewhere in this
Section specifically dealt with), or any representation or warranty of the
Issuer made in this Indenture or in any certificate or other writing having
been incorrect in any material respect as of the time when made, such default
or breach having a material adverse effect on the holders of the Notes, and
such default or breach shall continue or not be cured, or the circumstance or
condition in respect of which such misrepresentation or warranty was incorrect
shall not have been eliminated or otherwise cured, for a period of 30 days
after there shall have been given, by registered or certified mail, to the
Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by
the Noteholders of at least 25% of the Outstanding Amount of the Notes, a
written notice specifying such default or incorrect representation or warranty
and requiring it to be remedied and stating that such notice is a notice of
Default hereunder; or


 


(iv)          the
filing of a decree or order for relief by a court having jurisdiction in the
premises in respect of the Issuer or any substantial part of the Indenture
Trust Estate in an involuntary case under any applicable Federal or state
bankruptcy, insolvency or other similar law now or hereafter in effect, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
or similar official of the Issuer or for any substantial part of the Indenture
Trust


 


22

















 


Estate, or ordering the winding-up or liquidation of the Issuer’s
affairs, and such decree or order shall remain unstayed and in effect for a
period of 60 consecutive days; or


 


(v)           the
commencement by the Issuer of a voluntary case under any applicable Federal or
state bankruptcy, insolvency or other similar law now or hereafter in effect,
or the consent by the Issuer to the entry of an order for relief in an
involuntary case under any such law, or the consent by the Issuer to the
appointment or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the Issuer or for any
substantial part of the Indenture Trust Estate, or the making by the Issuer of
any general assignment for the benefit of creditors, or the failure by the
Issuer generally to pay its debts as such debts become due, or the taking of
action by the Issuer in furtherance of any of the foregoing.


 


SECTION 5.2  
Acceleration of Maturity; Rescission and Annulment.  If an Event of Default should occur and be
continuing, then and in every such case the Indenture Trustee or the
Noteholders representing at least a majority of the Outstanding Amount of the
Notes may declare all the Notes to be immediately due and payable, by a notice
in writing to the Issuer (and to the Indenture Trustee if given by Noteholders),
and upon any such declaration the unpaid principal amount of such Notes,
together with accrued and unpaid interest thereon through the date of
acceleration, shall become immediately due and payable, subject, however, to
Section 5.4 of this Indenture.


 


At any time after such declaration of
acceleration of maturity has been made and before a judgment or decree for
payment of the money due has been obtained by the Indenture Trustee as
hereinafter in this Article V provided, the Noteholders of Notes representing
at least a majority of the Outstanding Amount of the Notes, by written notice
to the Issuer and the Indenture Trustee, may rescind and annul such declaration
and its consequences if:


 


(i)            the
Issuer has paid or deposited with the Indenture Trustee a sum sufficient to
pay:


 


(a)                                  all
payments of principal of and interest on all Notes and all other amounts that
would then be due hereunder or upon such Notes if the Event of Default giving
rise to such acceleration had not occurred; and


 


(b)                                 all
sums paid or advanced by the Indenture Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Indenture Trustee and
its agents and counsel; and


 


(ii)           all
Events of Default, other than the nonpayment of the principal of the Notes that
has become due solely by such acceleration, have been cured or waived as
provided in Section 5.12.


 


No such rescission shall affect any
subsequent default or impair any right consequent thereto.


 


SECTION 5.3  
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.  The Issuer covenants that if (i) default is
made in the payment of any interest


 


23

















 


on any Note when the same becomes due and payable, and such default
continues for a period of five days, or (ii) default is made in the payment of
the principal of any Note when the same becomes due and payable at the related
Note Final Maturity Date, the Issuer shall, upon demand of the Indenture
Trustee, pay to it, for the benefit of the Noteholders, the whole amount then
due and payable on such Notes for principal and interest, with interest upon
the overdue principal, and, to the extent payment at such rate of interest
shall be legally enforceable, upon overdue installments of interest, at the
rate specified in Section 2.7 and in addition thereto such further amount
as shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Indenture Trustee and its agents and counsel.


 


(a)           In
case the Issuer shall fail forthwith to pay such amounts upon such demand, the
Indenture Trustee, in its own name and as trustee of an express trust, may
institute a Proceeding for the collection of the sums so due and unpaid, and
may prosecute such Proceeding to judgment or final decree, and may enforce the
same against the Issuer or other obligor upon such Notes and collect in the
manner provided by law out of the property of the Issuer or other obligor upon
such Notes, wherever situated, the moneys adjudged or decreed to be payable.


 


(b)           If
an Event of Default occurs and is continuing, the Indenture Trustee may, as
more particularly provided in Section 5.4, in its discretion, proceed to
protect and enforce its rights and the rights of the Noteholders by such
appropriate Proceedings as the Indenture Trustee shall deem most effective to
protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy or legal or
equitable right vested in the Indenture Trustee by this Indenture or by law.


 


(c)           In
case there shall be pending, relative to the Issuer or any other obligor upon
the Notes or any Person having or claiming an ownership interest in the
Indenture Trust Estate, Proceedings under Title 11 of the United States Code or
any other applicable Federal or state bankruptcy, insolvency or other similar
law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor or Person, or in case of any other, comparable judicial Proceedings
relative to the Issuer or other obligor upon the Notes, or to the creditors or
property of the Issuer or such other obligor, the Indenture Trustee,
irrespective of whether the principal of any Notes shall then be due and
payable, as therein expressed or by declaration or otherwise and irrespective
of whether the Indenture Trustee shall have made any demand pursuant to the
provisions of this Section, shall be entitled and empowered, by intervention in
such proceedings or otherwise:


 


(i)            to
file and prove a claim or claims for the whole amount of principal and interest
owing and unpaid in respect of the Notes and to file such other papers or
documents as may be necessary or advisable in order to have the claims of the
Indenture Trustee (including any claim for reasonable compensation to the
Indenture Trustee and each predecessor Indenture Trustee, and their respective
agents, attorneys and counsel, and for reimbursement of all expenses and
liabilities incurred, and all advances made, by the Indenture Trustee and each
predecessor Indenture Trustee, except as a result of negligence or bad faith)
and of the Noteholders allowed in such Proceedings;


 


24

















 


(ii)           unless
prohibited by applicable law and regulations, to vote on behalf of the
Noteholders in any election of a trustee, a standby trustee or Person
performing similar functions in any such Proceedings;


 


(iii)          to
collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute all amounts received with respect to the claims
of the Noteholders and the Indenture Trustee on their behalf; and


 


(iv)          to
file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Indenture Trustee, the Interest
Rate Cap Counterparty or the Noteholders allowed in any judicial proceedings
relative to the Issuer, its creditors and its property;


 


and any trustee, receiver, liquidator,
custodian or other similar official in any such Proceeding is hereby authorized
by each of such Noteholders to make payments to the Indenture Trustee, and, in
the event that the Indenture Trustee shall consent to the making of payments
directly to such Noteholders to pay to the Indenture Trustee such amounts as
shall be sufficient to cover reasonable compensation to the Indenture Trustee,
each predecessor Indenture Trustee and their respective agents, attorneys and
counsel, and all other expenses and liabilities incurred, and all advances
made, by the Indenture Trustee and each predecessor Indenture Trustee except as
a result of negligence or bad faith.


 


(d)           Nothing
herein contained shall be deemed to authorize the Indenture Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Noteholder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Noteholder thereof or to authorize the
Indenture Trustee to vote in respect of the claim of any Noteholder in any such
proceeding except, as aforesaid, to vote for the election of a trustee in
bankruptcy or similar Person.


 


(e)           All
rights of action and of asserting claims under this Indenture, or under any of
the Notes, may be enforced by the Indenture Trustee without the possession of
any of the Notes or the production thereof in any trial or other Proceedings
relative thereto, and any such action or Proceedings instituted by the
Indenture Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment, subject to the payment of the expenses,
disbursements and compensation of the Indenture Trustee, each predecessor
Indenture Trustee and their respective agents and attorneys, shall be for the
ratable benefit of the Noteholders.


 


(f)            In
any Proceedings brought by the Indenture Trustee (and also any Proceedings
involving the interpretation of any provision of this Indenture to which the
Indenture Trustee shall be a party), the Indenture Trustee shall be held to
represent all the Noteholders, and it shall not be necessary to make any
Noteholder a party to any such Proceedings.


 


SECTION 5.4  
Remedies; Priorities.    If an
Event of Default shall have occurred and be continuing, the Indenture Trustee
may do one or more of the following (subject to Section 5.5):


 


(a)           (i)            institute Proceedings in its own
name and as trustee of an express trust for the collection of all amounts then
payable on the Notes or under this Indenture with respect


 


25

















 


thereto, whether by declaration or otherwise, enforce any judgment
obtained, and collect from the Issuer and any other obligor upon such Notes
moneys adjudged due;


 


(ii)           institute
Proceedings from time to time for the complete or partial foreclosure of this
Indenture, with respect to the Indenture Trust Estate;


 


(iii)          exercise
any remedies of a secured party under the UCC with respect to the Trust Estate
and take any other appropriate action to protect and enforce the rights and
remedies of the Indenture Trustee and the Noteholders;


 


(iv)          sell
the Indenture Trust Estate or any portion thereof or rights or interest
therein, at one or more public or private sales called and conducted in any
manner permitted by law; and/or


 


(v)           elect
to have the Eligible Lender Trustee maintain ownership of the Trust Student
Loans and continue to apply collections with respect to the Trust Student Loans
as if there had been no declaration of acceleration;


 


provided, however, that the Indenture
Trustee may not sell or otherwise liquidate the Indenture Trust Estate
following an Event of Default, other than an Event of Default described in
Section 5.1(i) or (ii) with respect to the Class A Notes, unless (A) the
Noteholders of 100% of the Outstanding Amount of the Class A Notes consent
thereto, (B) the proceeds of such sale or liquidation distributable to the
Class A Noteholders are sufficient to discharge in full all amounts then due
and unpaid upon such Class A Notes for principal and interest or (C) the
Indenture Trustee determines that the Indenture Trust Estate will not continue
to provide sufficient funds for the payment of principal of and interest on the
Class A Notes as would have become due if the Class A Notes had not been
declared due and payable, and the Indenture Trustee obtains the consent of
Noteholders of 66-2/3% of the Outstanding Amount of the Class A Notes; provided,
further, that the Indenture Trustee may not sell or otherwise liquidate
the Indenture Trust Estate following an Event of Default, other than an Event
of Default described in Section 5.1(i) or (ii) with respect to the Class A
Notes, unless (D) the proceeds of such sale or liquidation distributable to the
Class B Noteholders plus the proceeds of the sale or liquidation of the Trust
Estate distributable to the Class B Noteholders are sufficient to pay to the
Class B Noteholders the Outstanding Amount of the Class B Notes plus
accrued and unpaid interest thereon or (E) after receipt of notice from the
Eligible Lender Trustee that the proceeds of such sale or liquidation distributable
to the Class B Noteholders plus the proceeds of the sale or liquidation of the
Trust Estate distributable to the Class B Noteholders would not be sufficient
to pay to the Class B Noteholders the outstanding principal plus accrued and
unpaid interest thereon, the Class B Noteholders of at least a majority of the
Outstanding Amount of the Class B Notes consent thereto.  In determining such sufficiency or
insufficiency with respect to clauses (B), (C), (D) and (E), the Indenture
Trustee may, but need not, obtain and rely upon an opinion of an Independent
investment banking or accounting firm of national reputation as to the
feasibility of such proposed action and as to the sufficiency of the Indenture
Trust Estate and/or Trust Estate, as applicable, for such purpose.


 


(b)           Notwithstanding
the provisions of Section 8.2, following the occurrence and during the
continuation of an Event of Default specified in Section 5.1(i), 5.1(ii),
5.1(iv) or


 


26

















 


5.1(v) which has resulted in an acceleration of the Notes, if the
Indenture Trustee collects any money or property, it shall pay out the money or
property (and other amounts including amounts, if any, held on deposit in each
of the Trust Accounts) held as Collateral for the benefit of the Noteholders,
net of liquidation costs associated with the sale of the assets of the Trust,
in the following order:


 


FIRST: 
to the Indenture Trustee for amounts due under Section 6.7;


 


SECOND: 
to the Servicer for due and unpaid Primary Servicing Fees;


 


THIRD: 
to the Administrator, any due and unpaid Administration Fees;


 


FOURTH: 
to the Class A Noteholders for amounts due and unpaid on the
Class A Notes for interest, ratably, without preference or priority of any
kind among the classes of Class A Notes, according to the amounts due and
payable on the Class A Notes for such interest;


 


FIFTH: 
to the Class A Noteholders for amounts due and unpaid on the Class A
Notes for principal, ratably, without preference or priority of any kind among
the classes of Class A Notes, according to the amounts due and payable on
the Class A Notes for principal;


 


SIXTH: 
to the Class B Noteholders for amounts due and unpaid on the
Class B Notes for interest;


 


SEVENTH: 
to the Class B Noteholders for amounts due and unpaid on the
Class B Notes for principal;


 


EIGHTH: 
to the Servicer, for any unpaid Carryover Servicing Fees;


 


NINTH: 
to the Interest Rate Cap Counterparty, the amount of any termination
payment due to the Interest Rate Cap Counterparty by the Issuer under the
Interest Rate Cap Agreement; and


 


TENTH: 
to the Issuer, for distribution in accordance with the terms of the
Administration Agreement and the Trust Agreement.


 


The Indenture Trustee may fix a record date
and payment date for any payment to Noteholders pursuant to this Section.  At least 15 days before such record date,
the Indenture Trustee shall mail to each Noteholder and the Issuer a notice
that states the record date, the payment date and the amount to be paid.


 


SECTION 5.5  
Optional Preservation of the Trust Student Loans.  If the Notes have been declared to be due
and payable under Section 5.2 following an Event of Default and such
declaration and its consequences have not been rescinded and annulled, the
Indenture Trustee may, but need not, elect to maintain possession of the
Indenture Trust Estate.  It is the
desire of the parties hereto and the Noteholders that there be at all times
sufficient funds for the payment of principal of and interest on the Notes, and
the Indenture Trustee shall take such desire into account when determining
whether or not to maintain possession of the Indenture


 


27

















 


Trust Estate.  In determining
whether to maintain possession of the Indenture Trust Estate, the Indenture
Trustee may, but need not, obtain and rely upon an opinion of an Independent
investment banking or accounting firm of national reputation as to the
feasibility of such proposed action and as to the sufficiency of the Indenture
Trust Estate for such purpose.


 


SECTION 5.6  
Limitation of Suits.  No
Noteholder shall have any right to institute any Proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless:


 


(i)            such
Noteholder has previously given written notice to the Indenture Trustee of a
continuing Event of Default;


 


(ii)           the
Noteholders of not less than 25% of the Outstanding Amount of the Notes have
made written request to the Indenture Trustee to institute such Proceeding in
respect of such Event of Default in its own name as Indenture Trustee
hereunder;


 


(iii)          such
Noteholder or Noteholders have offered to the Indenture Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
complying with such request;


 


(iv)          the
Indenture Trustee for 60 days after its receipt of such notice, request and
offer of indemnity has failed to institute such Proceeding; and


 


(v)           no
direction inconsistent with such written request has been given to the
Indenture Trustee during such 60-day period by the Noteholders of at least a
majority of the Outstanding Amount of the Notes;


 


it being understood and intended that no one or more Noteholders shall
have any right in any manner whatever by virtue of, or by availing of, any
provision of this indenture to affect, disturb or prejudice the rights of any
other Noteholders or to obtain or to seek to obtain priority or preference over
any other Noteholders or to enforce any right under this Indenture, except in
the manner herein provided.


 


In the event the Indenture Trustee shall
receive conflicting or inconsistent requests and indemnity from two or more
groups of Noteholders, each representing less than a majority of the
Outstanding Amount of the Notes, the Indenture Trustee in its sole discretion
may determine what action, if any, shall be taken, notwithstanding any other
provisions of this Indenture.


 


SECTION 5.7  
Unconditional Rights of Noteholders to Receive Principal and Interest.  Notwithstanding any other provisions in this
Indenture, each Noteholder shall have the right, which is absolute and
unconditional, to receive payment of the principal of and interest on its Note
on or after the respective due dates thereof expressed in such Note or in this
Indenture (or, in the case of redemption, on or after the Redemption Date) and
to institute suit for the enforcement of any such payment, and such right shall
not be impaired without the consent of such Noteholder.


 


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SECTION 5.8  
Restoration of Rights and Remedies. 
If the Indenture Trustee or any Noteholder has instituted any Proceeding
to enforce any right or remedy under this Indenture and such Proceeding has
been discontinued or abandoned for any reason or has been determined adversely
to the Indenture Trustee or to such Noteholder, then and in every such case the
Issuer, the Indenture Trustee and the Noteholders shall, subject to any
determination in such Proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Indenture Trustee and the Noteholders shall continue as though no such
Proceeding had been instituted.


 


SECTION 5.9  
Rights and Remedies Cumulative. 
No right or remedy herein conferred upon or reserved to the Indenture
Trustee or to the Noteholders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.


 


SECTION 5.10  
Delay or Omission Not a Waiver. 
No delay or omission of the Indenture Trustee or any Noteholder to
exercise any right or remedy accruing upon any Default shall impair any such
right or remedy or constitute a waiver of any such Default or an acquiescence
therein.  Every right and remedy given
by this Article V or by law to the Indenture Trustee, the Interest Rate
Cap Counterparty or to the Noteholders may be exercised from time to time, and
as often as may be deemed expedient, by the Indenture Trustee or by the
Noteholders, as the case may be.


 


SECTION 5.11  
Control by Noteholders.  The
Noteholders of at least a majority of the Outstanding Amount of the Notes shall
have the right to direct the time, method and place of conducting any
Proceeding for any remedy available to the Indenture Trustee with respect to
the Notes or exercising any trust or power conferred on the Indenture Trustee;
provided that


 


(i)            such
direction shall not be in conflict  with
any rule of law or with this Indenture;


 


(ii)           subject
to the express terms of Section 5.4, any direction to the Indenture
Trustee to sell or liquidate the Indenture Trust Estate shall be by the
Noteholders of not less than 100% of the Outstanding Amount of the Notes;


 


(iii)          if
the conditions set forth in Section 5.5 have been satisfied and the
Indenture Trustee elects to retain the Indenture Trust Estate pursuant to such
Section, then any direction to the Indenture Trustee by Noteholders of less
than 100% of the Outstanding Amount of the Notes to sell or liquidate the
Indenture Trust Estate shall be of no force and effect; and


 


(iv)          the
Indenture Trustee may take any other action deemed proper by the Indenture
Trustee that is not inconsistent with such direction;


 


provided,
however, that, subject to Section 6.1, the Indenture Trustee need
not take any action that it determines might involve it in liability or might
materially adversely affect the rights of any Noteholders not consenting to
such action.


 


29

















 


SECTION 5.12  
Waiver of Past Defaults.  Prior
to the time a judgment or decree for payment of money due has been obtained as
described in Section 5.2, the Noteholders of at least a majority of the
Outstanding Amount of the Notes may waive any past Default and its consequences
except a Default (a) in payment when due of principal of or interest on any of
the Notes or (b) in respect of a covenant or provision hereof which cannot be
modified or amended without the consent of each Noteholder.  In the case of any such waiver, the Issuer,
the Indenture Trustee and the Noteholders shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend
to any subsequent or other Default or impair any right consequent thereto.


 


Upon any such waiver, such Default shall
cease to exist and be deemed to have been cured and not to have occurred for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereto.


 


SECTION 5.13  
Undertaking for Costs.  All
parties to this Indenture agree, and each Noteholder by such Noteholder’s
acceptance of any Note shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Indenture Trustee for any
action taken, suffered or omitted by it as Indenture Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to (a)
any suit instituted by the Indenture Trustee, (b) any suit instituted by any
Noteholder, or group of Noteholders, in each case holding in the aggregate more
than 10% of the Outstanding Amount of the Notes or (c) any suit Instituted by
any Noteholder for the enforcement of the payment of principal of or interest
on any Note on or after the respective due dates expressed in such Note and in
this Indenture (or, in the case of redemption, on or after the Redemption
Date).


 


SECTION 5.14  
Waiver of Stay or Extension Laws. 
The Issuer covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead or in any manner whatsoever, claim
or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, that may affect the covenants
or the performance of this Indenture; and the Issuer (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of
any power herein granted to the Indenture Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.


 


SECTION 5.15  
Action on Notes.  The Indenture
Trustee’s right to seek and recover judgment on the Notes or under this
Indenture shall not be affected by the seeking, obtaining or application of any
other relief under or with respect to this Indenture.  Neither the lien of this Indenture nor any rights or remedies of
the Indenture Trustee or the Noteholders shall be impaired by the recovery of
any judgment by the Indenture Trustee against the Issuer or by the levy of any
execution under such judgment upon any portion of the Indenture Trust Estate or
upon any of the assets of the Issuer. 
Any money or property collected by the Indenture Trustee shall be
applied in accordance with Section 5.4(b).


 


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SECTION 5.16  
Performance and Enforcement of Certain Obligations.


 


(a)           Promptly
following a request from the Indenture Trustee to do so and at the
Administrator’s expense, the Issuer shall take all such lawful action as the
Indenture Trustee may request to compel or secure the performance and
observance by the Depositor, SLMA, SLM ECFC, the Administrator and the
Servicer, as applicable, of each of their respective obligations to the Issuer,
whether directly or by assignment, under or in connection with the Sale
Agreement, the SLMA Purchase Agreement, the SLM ECFC Purchase Agreement, the
Administration Agreement and the Servicing Agreement, respectively, in
accordance with the terms thereof, and to exercise any and all rights,
remedies, powers and privileges lawfully available to the Issuer under or in
connection with the Sale Agreement, the SLMA Purchase Agreement, the SLM ECFC
Purchase Agreement, the Administration Agreement and the Servicing Agreement,
as the case may be, to the extent and in the manner directed by the Indenture
Trustee, including the transmission of notices of default on the part of the
Depositor, SLMA, SLM ECFC, the Administrator or the Servicer thereunder and the
institution of legal or administrative actions or proceedings to compel or secure
performance by the Depositor, SLMA, SLM ECFC, the Administrator or the Servicer
of each of their obligations under the Sale Agreement, the Purchase Agreement,
the Administration Agreement and the Servicing Agreement, respectively.


 


(b)           If
an Event of Default has occurred and is continuing, the Indenture Trustee may,
and at the written direction of the Noteholders of 66-2/3% of the Outstanding
Amount of the Notes shall, exercise all rights, remedies, powers, privileges
and claims of the Issuer against the Depositor, SLMA, SLM ECFC, the
Administrator or the Servicer under or in connection with the Sale Agreement,
the SLMA Purchase Agreement, the SLM ECFC Purchase Agreement, the
Administration Agreement and the Servicing Agreement, respectively, including the
right or power to take any action to compel or secure performance or observance
by the Depositor, SLMA, SLM ECFC, the Administrator or the Servicer of each of
their obligations to the Issuer thereunder, whether directly or by assignment,
and to give any consent, request, notice, direction, approval, extension or
waiver under the Sale Agreement, the SLMA Purchase Agreement, the SLM ECFC
Purchase Agreement, the Administration Agreement and the Servicing Agreement,
respectively, and any right of the Issuer to take such action shall be
suspended.


 


ARTICLE VI


 


The Indenture Trustee


 


SECTION 6.1  
Duties of Indenture Trustee. 
(a)  If an Event of Default has occurred and is continuing,
the Indenture Trustee shall exercise the rights and powers vested in it by this
Indenture and use the same degree of care and skill in their exercise as a
prudent person would exercise or use under the circumstances in the conduct of
such person’s own affairs.


 


(b)           Except
during the continuance of an Event of Default:


 


(i)            the
Indenture Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and no implied covenants or
obligations shall be read into this Indenture against the Indenture Trustee;
and


 


31

















 


(ii)           in
the absence of bad faith on its part, the Indenture Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Indenture
Trustee and conforming to the requirements of this Indenture; provided, however,
that the Indenture Trustee shall examine the certificates and opinions to
determine whether or not they conform to the requirements of this Indenture.


 


(c)           The
Indenture Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct, except
that:


 


(i)            this
paragraph does not limit the effect of paragraph (b) of this Section;


 


(ii)           the
Indenture Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer unless it is proved that the Indenture Trustee
was negligent in ascertaining the pertinent facts; and


 


(iii)          the
Indenture Trustee shall not be liable with respect to any action it takes or
omits to take in good faith in accordance with a direction received by it
pursuant to Section 5.11.


 


(d)           The
Indenture Trustee shall not be liable for interest on any money received by it
except as the Indenture Trustee may agree in writing with the Issuer.


 


(e)           Money
held in trust by the Indenture Trustee need not be segregated from other funds
except to the extent required by law or the terms of this Indenture or the
other Basic Documents.


 


(f)            No
provision of this Indenture shall require the Indenture Trustee to expend or
risk its own funds or otherwise incur financial liability in the performance of
any of its duties hereunder or in the exercise of any of its rights or powers,
if it shall have reasonable grounds to believe that repayments of such funds or
adequate indemnity satisfactory to it against any loss, liability or expense is
not reasonably assured to it.


 


(g)           Except
as expressly provided in the Basic Documents, the Indenture Trustee shall have
no obligation to administer, service or collect the Trust Student Loans or to
maintain, monitor or otherwise supervise the administration, servicing or
collection of the Trust Student Loans.


 


(h)           In
the event that the Indenture Trustee is the Paying Agent or the Note Registrar,
the rights and protections afforded to the Indenture Trustee pursuant to this
Indenture shall also be afforded to the Indenture Trustee in its capacity as
Paying Agent or Note Registrar.


 


(i)            Every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Indenture Trustee shall be subject to the
provisions of this Section and to the provisions of the TIA.


 


32

















 


SECTION 6.2  
Rights of Indenture Trustee.  (a)  The
Indenture Trustee may rely on any document believed by it to be genuine and to
have been signed or presented by the proper Person.  The Indenture Trustee need not investigate any fact or matter
stated in such document.


 


(b)           Before
the Indenture Trustee acts or refrains from acting, it may require and shall be
entitled to receive an Officers’ Certificate of the Issuer and/or an Opinion of
Counsel.  The Indenture Trustee shall
not be liable for any action it takes or omits to take in good faith in reliance
on such Officers’ Certificate or Opinion of Counsel.


 


(c)           The
Indenture Trustee may execute any of the trusts or powers hereunder or perform
any duties hereunder either directly or by or through agents or attorneys or a
custodian or nominee, and the Indenture Trustee shall not be responsible for
any misconduct or negligence on the part of, or for the supervision of, any
such agent, attorney, custodian or nominee appointed with due care by it
hereunder.


 


(d)           The
Indenture Trustee shall not be liable for any action it takes or omits to take
in good faith which it believes to be authorized or within its rights or
powers; provided, however, that the Indenture Trustee’s conduct
does not constitute willful misconduct, negligence or bad faith.


 


(e)           The
Indenture Trustee may consult with counsel, and the advice or opinion of
counsel with respect to legal matters relating to this Indenture and the Notes
shall be full and complete authorization and protection from liability in
respect to any action taken, omitted or suffered by it hereunder in good faith
and in accordance with the advice or opinion of such counsel.


 


SECTION 6.3  
Individual Rights of Indenture Trustee. 
The Indenture Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Issuer or its
Affiliates with the same rights it would have if it were not Indenture
Trustee.  Any Paying Agent, Note
Registrar, co-registrar or co-paying agent may do the same with like
rights.  However, the Indenture Trustee
must comply with Sections 6.11 and 6.12.


 


SECTION 6.4  
Indenture Trustee’s Disclaimer. 
The Indenture Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture or the Notes,
it shall not be accountable for the Issuer’s use of the proceeds from the
Notes, and it shall not be responsible for any statement of the Issuer in the
Indenture or in any document issued in connection with the sale of the Notes or
in the Notes other than the Indenture Trustee’s certificate of authentication.


 


SECTION 6.5  
Notice of Defaults.  If a Default
occurs and is continuing and if it is either actually known or written notice
of the existence thereof has been delivered to a Responsible Officer of the
Indenture Trustee, the Indenture Trustee shall mail notice of the Default to
each Noteholder within 90 days and to each Rating Agency as soon as practicable
within 30 days after it occurs.  Except
in the case of a Default in payment of principal of or interest on any Note
(including payments pursuant to the mandatory redemption provisions of such
Note), the Indenture Trustee may withhold the notice if and so long as a
committee of its 


 


33

















 


Responsible Officers in good faith determines that withholding the
notice is in the interests of Noteholders and the Interest Rate Cap
Counterparty.  Except as provided in the
first sentence of this Section 6.5, in no event shall the Indenture
Trustee be deemed to have knowledge of a Default or an Event of Default.


 


SECTION 6.6  
Reports by Indenture Trustee to Noteholders.  The Indenture Trustee shall deliver to each Noteholder (and to
each Person who was a Noteholder at any time during the applicable calendar
year) such information as may be required to enable such holder to prepare its
Federal and state income tax returns. 
Within 60 days after each December 31 beginning with the
December 31 following the date of this Indenture, the Indenture Trustee
shall mail to each Noteholder a brief report as of such December 31 that
complies with TIA § 313(a) if required by said section.  The Indenture Trustee shall also comply with
TIA § 313(b).  A copy of each such
report required pursuant to TIA § 313(a) or (b) shall, at the time of such
transaction to Noteholders, be filed by the Indenture Trustee with the
Commission and with each securities exchange, if any, upon which the Notes are
listed, provided that the Issuer has previously notified the Indenture Trustee
of such listing.


 


SECTION 6.7  
Compensation and Indemnity.  The
Issuer shall cause the Depositor to pay to the Indenture Trustee reasonable
compensation for its services in accordance with a separate agreement between
the Depositor and the Indenture Trustee and shall cause the Depositor to
reimburse the Indenture Trustee for all reasonable out-of-pocket expenses
incurred or made by it as provided in such separate agreement.  The Indenture Trustee’s compensation shall
not be limited by any law on compensation of a trustee of an express trust.  The Issuer shall cause the Administrator to
indemnify the Indenture Trustee and its directors, officers, employees and
agents against any and all loss, liability or expense (including attorneys’
fees) incurred by it in connection with the administration of this trust and
the performance of its duties hereunder and under the other Basic
Documents.  The Indenture Trustee shall
notify the Issuer and the Administrator promptly of any claim for which it may
seek indemnity.  Failure by the
Indenture Trustee to so notify the Issuer and the Administrator shall not
relieve the Issuer or the Administrator of its obligations hereunder and under
the other Basic Documents.  The Issuer
shall cause the Administrator to defend the claim and the Administrator shall
not be liable for the legal fees and expenses of the Indenture Trustee after it
has assumed such defense; provided, however, that, in the event
that there may be a conflict between the positions of the Indenture Trustee and
the Administrator in conducting the defense of such claim, the Indenture
Trustee shall be entitled to separate counsel acceptable to it in its sole
discretion the reasonable fees and expenses of which shall be paid by the
Administrator on behalf of the Issuer. 
Neither the Issuer nor the Administrator need reimburse any expense or
indemnify against any loss, liability or expense incurred by the Indenture
Trustee through the Indenture Trustee’s own willful misconduct, negligence or
bad faith.


 


The Issuer’s payment obligations to the
Indenture Trustee pursuant to this Section shall survive the discharge of
this Indenture.  When the Indenture
Trustee incurs expenses after the occurrence of a Default specified in
Section 5.1(iv) or (v) with respect to the Issuer, the expenses are
intended to constitute expenses of administration under Title 11 of the United
States Code or any other applicable Federal or state bankruptcy, insolvency or
similar law.


 


34



















SECTION 6.8  
Replacement of Indenture Trustee. 
No resignation or removal of the Indenture Trustee and no appointment of
a successor Indenture Trustee shall become effective until the acceptance of
appointment by the successor Indenture Trustee pursuant to this
Section 6.8.  The Indenture Trustee
may resign at any time by so notifying the Issuer.  The Noteholders of at least a majority in Outstanding Amount of
the Notes may remove the Indenture Trustee by so notifying the Indenture
Trustee and may appoint a successor Indenture Trustee.  The Issuer shall remove the Indenture
Trustee if:


 


(i)            the
Indenture Trustee fails to comply with Section 6.11;


 


(ii)           an
Insolvency Event occurs with respect to the Indenture Trustee;


 


(iii)          a
receiver or other public officer takes charge of the Indenture Trustee or its
property; or


 


(iv)          the
Indenture Trustee otherwise becomes incapable of acting.


 


If the Indenture Trustee resigns or is
removed or if a vacancy exists in the office of Indenture Trustee for any
reason (the Indenture Trustee in such event being referred to herein as the
retiring Indenture Trustee), the Issuer shall promptly appoint a successor
Indenture Trustee.


 


A successor Indenture Trustee shall deliver a
written acceptance of its appointment to the retiring Indenture Trustee and to
the Issuer.  Thereupon the resignation
or removal of the retiring Indenture Trustee shall become effective, and the
successor Indenture Trustee shall have all the rights, powers and duties of the
Indenture Trustee under this Indenture. 
The successor Indenture Trustee shall mail a notice of its succession to
Noteholders.  The retiring Indenture
Trustee shall promptly transfer all property held by it as Indenture Trustee to
the successor Indenture Trustee.


 


If a successor Indenture Trustee does not
take office within 60 days after the retiring Indenture Trustee resigns or is
removed, the retiring Indenture Trustee, the Issuer or the Noteholders of at
least a majority in Outstanding Amount of the Notes may petition any court of
competent jurisdiction for the appointment of a successor Indenture
Trustee.  The successor Indenture
Trustee shall give notice of its appointment as successor Indenture Trustee to
the Rating Agencies.


 


If the Indenture Trustee fails to comply with
Section 6.11, any Noteholder may petition any court of competent
jurisdiction for the removal of the Indenture Trustee and the appointment of a
successor Indenture Trustee.


 


Notwithstanding the replacement of the
Indenture Trustee pursuant to this Section, the Issuer’s and the
Administrator’s obligations under Section 6.7 shall continue for the
benefit of the retiring Indenture Trustee.


 


SECTION 6.9  
Successor Indenture Trustee by Merger. 
If the Indenture Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business or assets
to, another corporation or banking association, the resulting, surviving or


 


35

















 


transferee corporation without any further act shall be the successor
Indenture Trustee, provided that such corporation or banking association shall
be otherwise qualified and eligible under Section 6.11.  The Indenture Trustee shall provide the
Rating Agencies prior written notice of any such transaction.


 


In case at the time such successor or
successors by merger, conversion or consolidation to the Indenture Trustee
shall succeed to the trusts created by this Indenture any of the Notes shall
have been authenticated but not delivered, any such successor to the Indenture
Trustee may adopt the certificate of authentication of any predecessor trustee,
and deliver such Notes so authenticated; and in case at that time any of the
Notes shall not have been authenticated, any successor to the Indenture Trustee
may authenticate such Notes either in the name of any predecessor hereunder or
in the name of the successor to the Indenture Trustee; and in all such cases
such certificates shall have the full force which it is anywhere in the Notes
or in this Indenture provided that the certificate of the Indenture Trustee
shall have.


 


SECTION 6.10  
Appointment of Co-Trustee or Separate Trustee.


 


(a)           Notwithstanding
any other provisions of this Indenture, at any time, for the purpose of meeting
any legal requirement of any jurisdiction in which any part of the Indenture
Trust Estate may at the time be located, the Indenture Trustee shall have the
power and may execute and deliver all instruments to appoint one or more
Persons to act as a co-trustee or co-trustees, or separate trustee or separate
trustees, of all or any part of the Indenture Trust Estate, and to vest in such
Person or Persons, in such capacity and for the benefit of the Noteholders,
such title to the Indenture Trust Estate, or any part hereof, and, subject to
the other provisions of this Section, such powers, duties, obligations, rights
and trusts as the Indenture Trustee may consider necessary or desirable.  No such appointment shall relieve the
Indenture Trustee of its obligations hereunder.  No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 6.11
and no notice to Noteholders of the appointment of any co-trustee or separate
trustee shall be required under Section 6.8 hereof.


 


(b)           Every
separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and conditions:


 


(i)            all
rights, powers, duties and obligations conferred or imposed upon the Indenture
Trustee shall be conferred or imposed upon and exercised or performed by the
Indenture Trustee and such separate trustee or co-trustee jointly (it being
understood that such separate trustee or co-trustee is not authorized to act
separately without the Indenture Trustee joining in such act), except to the
extent that under any law of any jurisdiction in which any particular act or
acts are to be performed the Indenture Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers, duties
and obligations (including the holding of title to the Indenture Trust Estate
or any portion thereof in any such jurisdiction) shall be exercised and
performed singly by such separate trustee or co-trustee, but solely at the
direction of the Indenture Trustee;


 


(ii)           no
trustee hereunder shall be personally liable by reason of any act or omission
of any other trustee hereunder; and


 


36

















 


(iii)          the
Indenture Trustee may at any time accept the resignation of or remove any
separate trustee or co-trustee.


 


(c)           Any
notice, request or other writing given to the Indenture Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. 
Every instrument appointing any separate trustee or co-trustee shall
refer to this Indenture and the conditions of this Article VI.  Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Indenture Trustee or separately, as may be provided therein, subject to all the
provisions of this Indenture, specifically including every provision of this
Indenture relating to the conduct of, affecting the liability of, or affording
protection to, the Indenture Trustee. 
Every such instrument shall be filed with the Indenture Trustee.


 


(d)           Any
separate trustee or co-trustee may at any time constitute the Indenture
Trustee, its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Indenture on its behalf and in its name. 
If any separate trustee or co-trustee shall die, become incapable of
acting, resign or be removed, all of its estates, properties, rights, remedies
and trusts shall vest in and be exercised by the Indenture Trustee, to the
extent permitted by law, without the appointment of a new or successor trustee.


 


SECTION 6.11  
Eligibility; Disqualification. 
The Indenture Trustee shall at all times satisfy the requirements of TIA
§ 310(a), the requirements of an “eligible lender” under 20 USC
§ 1085(d) and the requirements of Rule 3a-7(4)(i) of the General Rules and
Regulations under the Investment Company Act of 1940, as amended.  The Indenture Trustee shall have a combined
capital and surplus of at least $50,000,000 as set forth in its most recent
published annual report of condition and it shall have a long-term senior
unsecured debt rating of not less than investment grade by each of the Rating
Agencies.  The Indenture Trustee shall
comply with TIA § 310(b), including the optional provision permitted by
the second sentence of TIA § 310(b)(9); provided, however,
that there shall be excluded from the operation of TIA § 310(b)(1) any
indenture or indentures under which other securities of the Issuer are
outstanding if the requirements for such exclusion set forth in TIA
§ 310(b)(1) are met.


 


SECTION 6.12  
Preferential Collection of Claims Against the Issuer.  The Indenture Trustee shall comply with TIA
§ 311(a), excluding any creditor relationship listed in TIA
§ 311(b).  An Indenture Trustee who
has resigned or been removed shall be subject to TIA § 311(a) to the
extent indicated.


 


ARTICLE VII


 


Noteholders’ Lists and Reports


 


SECTION 7.1  
Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders.  The Issuer will furnish or cause to be
furnished to the Indenture Trustee (a) not more than five days after the
earlier of (i) each Record Date and (ii) three months after the last Record
Date, a list, in such form as the Indenture Trustee may reasonably require, of
the names


 


37

















 


and addresses of the Noteholders as of such Record Date, and (b) at
such other times as the Indenture Trustee may request in writing, within 30
days after receipt by the Issuer of any such request, a list of similar form
and content as of a date not more than 10 days prior to the time such list is
furnished; provided, however, that so long as the Indenture
Trustee is the Note Registrar, no such list shall be required to be furnished.


 


SECTION 7.2  
Preservation of Information; Communications to Noteholders.    The Indenture Trustee shall preserve, in
as current a form as is reasonably practicable, the names and addresses of the
Noteholders contained in the most recent list furnished to the Indenture
Trustee as provided in Section 7.1 and the names and addresses of
Noteholders received by the Indenture Trustee in its capacity as Note
Registrar.  The Indenture Trustee may
destroy any list furnished to it as provided in such Section 7.1 upon
receipt of a new list so furnished.


 


(a)           Noteholders
may communicate pursuant to TIA § 312(b) with other Noteholders with
respect to their rights under this Indenture or under the Notes.  Upon receipt by the Indenture Trustee of any
request by three or more Noteholders or by one or more holders of Notes
evidencing not less than 25% of the Outstanding Amount of the Notes to receive
a copy of the current list of Noteholders (whether or not made pursuant to TIA
§ 312(b)), the Indenture Trustee shall promptly notify the Administrator
thereof by providing to the Administrator a copy of such request and a copy of
the list of Noteholders produced in response thereto.


 


(b)           The
Issuer, the Indenture Trustee and the Note Registrar shall have the protection
of TIA § 312(c).


 


(c)           On
each Distribution Date the Indenture Trustee shall provide to each Noteholder
of record as of the related Record Date the information provided by the
Administrator to the Indenture Trustee on the related Determination Date
pursuant to Section 2.11 of the Administration Agreement.


 


(d)           The
Indenture Trustee shall furnish to the Noteholders promptly upon receipt of a
written request therefor, duplicates or copies of all reports, notices,
requests, demands, certificates, financial statements and any other instruments
furnished to the Indenture Trustee under the Basic Documents.  The Indenture Trustee shall furnish to the
Noteholders promptly upon receipt thereof from the Eligible Lender Trustee
notice of any amendment of the Administration Agreement pursuant to
Section 8.5 of the Administration Agreement.


 


SECTION 7.3  
Reports by Issuer.


 


(a)           The
Issuer shall:


 


(i)            file
with the Indenture Trustee, within 15 days after the Issuer is required to file
the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations
prescribe) which the Issuer may be required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act;


 


(ii)           file
with the Indenture Trustee and the Commission in accordance with rules and
regulations prescribed from time to time by the Commission such additional


 


38

















 


information, documents and reports with respect to compliance by the
Issuer with the conditions and covenants of this Indenture as may be required
from time to time by such rules and regulations; and


 


(iii)          supply
to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to
all Noteholders described in TIA § 313(c)) such summaries of any
information, documents and reports required to be filed by the Issuer pursuant
to clauses (i) and (ii) of this Section 7.3(a) as may be required by rules
and regulations prescribed from time to time by the Commission.


 


(b)           Unless
the Issuer otherwise determines, the fiscal year of the Issuer shall end on
December 31 of each year.


 


ARTICLE VIII


 


Accounts, Disbursements and Releases


 


SECTION 8.1  
Collection of Money.  Except as
otherwise expressly provided herein, the Indenture Trustee may demand payment
or delivery of, and shall receive and collect, directly and without
intervention or assistance of any fiscal agent or other intermediary, all money
and other property payable to or receivable by the Indenture Trustee pursuant
to this Indenture.  The Indenture
Trustee shall apply all such money received by it on behalf of Noteholders or
the Trust pursuant to the Administration Agreement as provided in this
Indenture.  Except as otherwise
expressly provided in this Indenture, if any default occurs in the making of
any payment or performance under any agreement or instrument that is part of
the Indenture Trust Estate, the Indenture Trustee may take such action as may
be appropriate to enforce such payment or performance, including the
institution and prosecution of appropriate Proceedings.  Any such action shall be without prejudice
to any right to claim a Default under this Indenture and any right to proceed
thereafter as provided in Article V.


 


SECTION 8.2  
Trust Accounts. 
(a)  On or prior to the Closing Date, the Issuer shall cause the
Administrator to establish and maintain, in the name of the Indenture Trustee,
for the benefit of the Noteholders and the Trust, the Trust Accounts as
provided in Section 2.3 of the Administration Agreement.


 


(b)           On
or before the Business Day immediately preceding each Distribution Date, all
Available Funds and amounts set forth in paragraph (a)(2) of the definition of
Available Funds with respect to the preceding Collection Period will be
deposited in the Collection Account as provided in Section 2.4 of the
Administration Agreement.  On or before
each Distribution Date, the Indenture Trustee (or any other Paying Agent) shall
make the required deposits and distributions as provided in Sections 2.7 and
2.8 of the Administration Agreement.


 


SECTION 8.3  
General Provisions Regarding Accounts. 
(a)  So long as no Default shall have occurred and be
continuing, all or a portion of the funds in the Trust Accounts shall be
invested in Eligible Investments and reinvested by the Indenture Trustee upon
Issuer Order, subject to the provisions of Section 2.3(b) of the
Administration Agreement.  All income or
other gain from investments of moneys deposited in the Trust Accounts shall be
deposited by


 


39

















 


the Indenture Trustee in the Collection Account, and any loss resulting
from such investments shall be charged to such Trust Account.  The Issuer will not direct the Indenture
Trustee to make any investment of any funds or to sell any investment held in
any of the Trust Accounts unless the security interest granted and perfected in
such account will continue to be perfected in such investment or the proceeds
of such sale, in either case without any further action by any Person, and, in
connection with any direction to the Indenture Trustee to make any such
investment or sale, if requested by the Indenture Trustee, the Issuer shall
deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the
Indenture Trustee, to such effect.


 


(b)           Subject
to Section 6.1(c), the Indenture Trustee shall not in any way be held
liable for the selection of Eligible Investments or by reason of any
insufficiency in any of the Trust Accounts resulting from any loss on any
Eligible Investment included therein except for losses attributable to the
Indenture Trustee’s failure to make payments on such Eligible Investments
issued by the Indenture Trustee, in its commercial capacity as principal
obligor and not as trustee, in accordance with their terms.


 


(c)           If
(i) the Issuer shall have failed to give investment directions for any funds on
deposit in the Trust Accounts to the Indenture Trustee by 10:00 a.m.  Eastern Time (or such other time as may be
agreed by the Issuer and Indenture Trustee) on any Business Day; or (ii) a
Default shall have occurred and be continuing with respect to the Notes but the
Notes shall not have been declared due and payable pursuant to
Section 5.2, or, if such Notes shall have been declared due and payable
following an Event of Default, amounts collected or receivable from the
Indenture Trust Estate are being applied in accordance with Section 5.5 as
if there had not been such a declaration; then the Indenture Trustee shall
invest and reinvest funds in the Trust Accounts in the Eligible Investments
described in clause (d) of the definition thereof.


 


SECTION 8.4  
Release of Indenture Trust Estate. 
(a)  Subject to the payment of its fees and expenses pursuant
to Section 6.7, the Indenture Trustee may, and when required by the
provisions of this Indenture shall, execute instruments to release property
from the lien of this Indenture, or convey the Indenture Trustee’s interest in
the same, in a manner and under circumstances that are not inconsistent with
the provisions of this Indenture.  No
party relying upon an instrument executed by the Indenture Trustee as provided
in this Article VIII shall be bound to ascertain the Indenture Trustee’s
authority, inquire into the satisfaction of any conditions precedent or see to
the application of any moneys.


 


(b)           The
Indenture Trustee shall, at such time as there are no Notes Outstanding and all
sums due the Indenture Trustee pursuant to Section 6.7 have been paid,
release any remaining portion of the Indenture Trust Estate that secured the
Notes from the lien of this Indenture and release to the Issuer or any other
Person entitled thereto any funds then on deposit in the Trust Accounts.  The Indenture Trustee shall release property
from the lien of this Indenture pursuant to this Section 8.4(b) only upon
receipt of an Issuer Request accompanied by an Officers’ Certificate of the
Issuer, an Opinion of Counsel and (if required by the TIA) Independent
Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the
applicable requirements of Section 11.1.


 


(c)           Each
Noteholder, by the acceptance of a Note, acknowledges that from time to time
the Indenture Trustee shall release the lien of this Indenture on any Trust
Student Loan to be


 


40

















 


sold (i) to the Depositor in accordance with Section 6 of the Sale
Agreement, (ii) to the Servicer in accordance with Section 3.5 of the
Servicing Agreement, (iii) to SLMA, SLM ECFC or another Affiliate of SLM
Corporation in accordance with Section 3.11F of the Servicing Agreement, (iv)
to another eligible lender holding one or more Serial Loans with respect to
such Trust Student Loan, (v) to SLMA in accordance with Section 6 of the
SLMA Purchase Agreement or (vi) to SLM ECFC in accordance with Section 6
of the SLM ECFC Purchase Agreement, and each Noteholder, by the acceptance of a
Note, consents to any such release.


 


SECTION 8.5  
Opinion of Counsel.  The
Indenture Trustee shall receive at least seven days’ notice when requested by
the Issuer to take any action pursuant to Section 8.4(a), accompanied by
copies of any instruments involved, and the Indenture Trustee shall also
require, except in connection with any action contemplated by
Section 8.4(c), as a condition to such action, an Opinion of Counsel, in
form and substance satisfactory to the Indenture Trustee, stating the legal
effect of any such action, outlining the steps required to complete the same,
and concluding that all conditions precedent to the taking of such action have
been complied with and such action will not materially and adversely impair the
security for the Notes or the rights of the Noteholders in contravention of the
provisions of this Indenture; provided, however, that such
Opinion of Counsel shall not be required to express an opinion as to the fair
value of the Indenture Trust Estate. 
Counsel rendering any such opinion may rely, without independent
investigation, on the accuracy and validity of any certificate or other
instrument delivered to the Indenture Trustee in connection with any such
action.


 


ARTICLE IX


 


Supplemental Indentures


 


SECTION 9.1  
Supplemental Indentures Without Consent of Noteholders.


 


(a)           Without
the consent of any Noteholders but with prior notice to the Rating Agencies,
the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at
any time and from time to time, may enter into one or more indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act as in force at the date of the execution thereof), in form
satisfactory to the Indenture Trustee, for any of the following purposes:


 


(i)            to
correct or amplify the description of any property at any time subject to the
lien of this Indenture, or better to assure, convey and confirm unto the
Indenture Trustee any property subject or required to be subjected to the lien
of this Indenture, or to subject to the lien of this Indenture additional
property;


 


(ii)           to
evidence the succession, in compliance with the applicable provisions hereof,
of another person to the Issuer, and the assumption by any such successor of
the covenants of the Issuer herein and in the Notes contained;


 


(iii)          to
add to the covenants of the Issuer, for the benefit of the Noteholders, or to
surrender any right or power herein conferred upon the Issuer;


 


(iv)          to
convey, transfer, assign, mortgage or pledge any property to the Indenture
Trustee;


 


41

















 


(v)           to
cure any ambiguity, to correct or supplement any provision herein or in any
supplemental indenture which may be inconsistent with any other provision
herein or in any supplemental indenture or to make any other provisions with
respect to matters or questions arising under this Indenture or in any
supplemental indenture; provided that such action shall not materially
adversely affect the interests of the Noteholders;


 


(vi)          to
evidence and provide for the acceptance of the appointment hereunder by a
successor trustee with respect to the Notes and to add to or change any of the
provisions of this Indenture as shall be necessary to facilitate the administration
of the trusts hereunder by more than one trustee, pursuant to the requirements
of Article VI; or


 


(vii)         to
modify, eliminate or add to the provisions of this Indenture to such extent as
shall be necessary to effect the qualification of this Indenture under the TIA
or under any similar Federal statute hereafter enacted and to add to this
Indenture such other provisions as may be expressly required by the TIA.


 


The Indenture Trustee is hereby authorized to
join in the execution of any such supplemental indenture and to make any
further appropriate agreements and stipulations that may be therein contained.


 


(b)           The
Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also
without the consent of any of the Noteholders but with prior notice to the
Rating Agencies, enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Indenture or of modifying in any
manner the rights of the Noteholders under this Indenture; provided, however,
that such action shall not, as evidenced by an Opinion of Counsel, adversely
affect in any material respect the interests of any Noteholder.


 


SECTION 9.2  
Supplemental Indentures with Consent of Noteholders.   The Issuer and the Indenture Trustee, when
authorized by an Issuer Order, also may, with prior notice to the Rating
Agencies and with the consent of the Noteholders of at least a majority of the
Outstanding Amount of the Notes, by Act of such Noteholders delivered to the
Issuer and the Indenture Trustee, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture or of
modifying in any manner the rights of the Noteholders under this
Indenture;  provided, however,
that no such supplemental indenture shall, without the consent of the
Noteholder of each Outstanding Note affected thereby:


 


(i)            change
the date of payment of any installment of principal of or interest on any Note,
or reduce the principal amount thereof, the interest rate thereon or the
Redemption Price with respect thereto, change the provisions of this Indenture
relating to the application of collections on, or the proceeds of the sale of,
the Indenture Trust Estate to payment of principal of or interest on the Notes,
or change any place of payment where, or the coin or currency in which, any
Note or the interest thereon is payable or impair the right to institute suit
for the enforcement of the provisions of this Indenture requiring the
application of funds available therefor, as provided in Article V, to the
payment of any such amount due on the Notes


 


42

















 


on or after the respective due dates thereof (or, in the case of
redemption, on or after the Redemption Date);


 


(ii)           reduce
the percentage of the Outstanding Amount of the Notes, the consent of the
Noteholders of which is required for any such supplemental indenture, or the
consent of the Noteholders of which is required for any waiver of compliance
with certain provisions of this Indenture or certain defaults hereunder and
their consequences provided for in this Indenture;


 


(iii)          modify
or alter the provisions of the proviso to the definition of the term
“Outstanding”;


 


(iv)          reduce
the percentage of the Outstanding Amount of the Notes required to direct the
Indenture Trustee to direct the Issuer to sell or liquidate the Indenture Trust
Estate pursuant to Section 5.4;


 


(v)           modify
any provision of this Section except to increase any percentage specified
herein or to provide that certain additional provisions of this Indenture or
the other Basic Documents cannot be modified or waived without the consent of
the Noteholder of each Outstanding Note affected thereby;


 


(vi)          modify
any of the provisions of this Indenture in such manner as to affect the
calculation of the amount of any payment of interest or principal due on any
Note on any Distribution Date (including the calculation of any of the
individual components of such calculation) or to affect the rights of the
Noteholders to the benefit of any provisions for the mandatory redemption of
the Notes contained herein; or


 


(vii)         permit
the creation of any lien ranking prior to or on a parity with the lien of this
Indenture with respect to any part of the Indenture Trust Estate or, except as
otherwise permitted or contemplated herein, terminate the lien of this
Indenture on any property at any time subject hereto or deprive any Noteholder
of any Note of the security provided by the lien of this Indenture.


 


It shall not be necessary for any Act of
Noteholders under this Section to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such Act shall
approve the substance thereof.


 


Promptly after the execution by the Issuer
and the Indenture Trustee of any supplemental indenture pursuant to this
Section, the Indenture Trustee shall mail to the Noteholders of the Notes to
which such amendment or supplemental indenture relates a notice setting forth
in general terms the substance of such supplemental indenture.  Any failure of the Indenture Trustee to mail
such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture.


 


SECTION 9.3  
Execution of Supplemental Indentures. 
In executing, or permitting the additional trusts created by, any
supplemental indenture permitted by this Article IX or the modifications
thereby of the trusts created by this Indenture, the Indenture Trustee shall be
entitled to receive, and subject to Sections 6.1 and 6.2, shall be fully
protected in relying


 


43

















 


upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture.  The Indenture Trustee may, but shall not be
obligated to, enter into any such supplemental indenture that affects the
Indenture Trustee’s own rights, duties, liabilities or immunities under this
Indenture or otherwise.


 


SECTION 9.4  
Effect of Supplemental Indenture. 
Upon the execution of any supplemental indenture pursuant to the
provisions hereof, this Indenture shall be and be deemed to be modified and amended
in accordance therewith with respect to the Notes affected thereby, and the
respective rights, limitations of rights, obligations, duties, liabilities and
immunities under this Indenture of the Indenture Trustee, the Issuer and the
Noteholders shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the terms
and conditions of any such supplemental indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.


 


SECTION 9.5  
Conformity with Trust Indenture Act. 
Every amendment of this Indenture and every supplemental indenture
executed pursuant to this Article IX shall conform to the requirements of
the Trust Indenture Act as then in effect so long as this Indenture shall then
be qualified under the Trust Indenture Act.


 


SECTION 9.6  
Reference in Notes to Supplemental Indentures.  Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article IX may, and if required by
the Indenture Trustee shall, bear a notation in form approved by the Indenture
Trustee as to any matter provided for in such supplemental indenture.  If the Issuer or the Indenture Trustee shall
so determine, new Notes so modified as to conform, in the opinion of the
Indenture Trustee and the Issuer, to any such supplemental indenture may be
prepared and executed by the Issuer and authenticated and delivered by the
Indenture Trustee in exchange for Outstanding Notes.


 


ARTICLE X


 


Redemption of Notes


 


SECTION 10.1  
Redemption.  The Indenture
Trustee shall, upon receipt of written notice from the Servicer pursuant to
Section 6.1(b) of the Administration Agreement, give prompt written notice
to the Noteholders of the occurrence of such event.  In the event that the assets of the Trust are sold pursuant to
Section 6.1(a) of the Administration Agreement, that portion of the
amounts on deposit in the Trust Accounts to be distributed to the Noteholders
shall be paid to the Noteholders as provided in Sections 2.7 and 2.8 of the
Administration Agreement.  If amounts
are to be paid to Noteholders pursuant to this Section 10.1, the notice of
such event from the Indenture Trustee to the Noteholders shall include notice
of the redemption of Notes by application of such amounts on the next
Distribution Date which is not sooner than 15 days after the date of such
notice (the “Redemption Date”), whereupon all such amounts shall be payable on
the Redemption Date.


 


SECTION 10.2  
Form of Redemption Notice. 
Notice of redemption under Section 10.1 shall be given by the
Indenture Trustee by first-class mail, postage prepaid, or by facsimile, mailed
or transmitted on or prior to the applicable Redemption Date to each


 


44

















 


Noteholder, as of the close of business on the Record Date preceding
the applicable Redemption Date, at such Noteholder’s address or facsimile
number appearing in the Note Register.


 


All notices of redemption shall state:


 


(i)            the
Redemption Date;


 


(ii)           the
Redemption Price; and


 


(iii)          the
place where such Notes are to be surrendered for payment of the Redemption
Price (which shall be the office or agency of the Issuer to be maintained as
provided in Section 3.2).


 


Notice of redemption of the Notes shall be
given by the Indenture Trustee in the name and at the expense of the
Issuer.  Failure to give notice of
redemption, or any defect therein, to any Noteholder of any Note shall not impair
or affect the validity of the redemption of any other Note.


 


SECTION 10.3  
Notes Payable on Redemption Date. 
The Notes or portions thereof to be redeemed shall on the Redemption
Date become due and payable at the Redemption Price and (unless the Issuer
shall default in the payment of the Redemption Price) no interest shall accrue
on the Redemption Price for any period after the date to which accrued interest
is calculated for purposes of calculating the Redemption Price.


 


ARTICLE XI


 


Miscellaneous


 


SECTION 11.1  
Compliance Certificates and Opinions, etc.  (a)  Upon any application or request by the Issuer to
the Indenture Trustee to take any action under any provision of this Indenture,
the Issuer shall furnish to the Indenture Trustee and the Rating Agencies (i)
an Officers’ Certificate of the Issuer stating that all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have
been complied with, (ii) an Opinion of Counsel stating that in the opinion of
such counsel all such conditions precedent, if any, have been complied with and
(iii) (if required by the TIA) an Independent Certificate from a firm of
certified public accountants meeting the applicable requirements of this
Section, except that, in the case of any such application or request as to
which the furnishing of such documents is specifically required by any
provision of this Indenture, no additional certificate or opinion need be
furnished.


 


Every certificate or opinion with respect to
compliance with a condition or covenant provided for in this indenture shall
include:


 


(i)            a
statement that each signatory of such certificate or opinion has read or has
caused to be read such covenant or condition and the definitions herein
relating thereto;


 


45

















 


(ii)           a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;


 


(iii)          a
statement that, in the opinion of each such signatory, such signatory has made
such examination or investigation as is necessary to enable such signatory to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and


 


(iv)          a
statement as to whether, in the opinion of each such signatory, such condition
or covenant has been complied with.


 


(b)           (i)            Prior to the deposit of any
Collateral or other property or securities with the Indenture Trustee that is
to be made the basis for the release of any property or securities subject to
the lien of this Indenture, the Issuer shall, in addition to any obligation
imposed in Section 11.1(a) or elsewhere in this Indenture, furnish to the
Indenture Trustee and the Rating Agencies an Officers’ Certificate of the
Issuer certifying or stating the opinion of each person signing such
certificate as to the fair value (within 90 days of such deposit) to the Issuer
of the Collateral or other property or securities to be so deposited.


 


(ii)           Whenever
the Issuer is required to furnish to the Indenture Trustee and the Rating
Agencies an Officers’ Certificate of the Issuer certifying or stating the
opinion of any signer thereof as to the matters described in clause (i) above,
the Issuer shall also deliver to the Indenture Trustee an Independent
Certificate as to the same matters, if the fair value to the Issuer of the
securities to be so deposited and of all other such securities made the basis
of any such withdrawal or release since the commencement of the then-current
fiscal year of the Issuer, as set forth in the certificates delivered pursuant
to clause (i) above and this clause (ii), is 10% or more of the Outstanding
Amount of the Notes, but such a certificate need not be furnished with respect
to any securities so deposited, if the fair value thereof to the Issuer as set
forth in the related Officers’ Certificate is less than $25,000 or less than
one percent of the Outstanding Amount of the Notes.


 


(iii)          Other
than any property released as contemplated by clause (v) below, whenever any
property or securities are to be released from the lien of this Indenture, the
Issuer shall also furnish to the Indenture Trustee an Officers’ Certificate of
the Issuer certifying or stating the opinion of each person signing such
certificate as to the fair value (within 90 days of such release) of the
property or securities proposed to be released and stating that in the opinion
of such person the proposed release will not impair the security under this
Indenture in contravention of the provisions hereof.


 


(iv)          Whenever
the Issuer is required to furnish to the Indenture Trustee an Officers’
Certificate of the Issuer certifying or stating the opinion of any signer
thereof as to the matters described in clause (iii) above, the Issuer shall
also furnish to the Indenture Trustee an Independent Certificate as to the same
matters if the fair value of the property or securities and of all other
property, other than property as contemplated by clause (v) below, or
securities released from the lien of this Indenture since the commencement of the
then-current calendar year, as set forth in the certificates required by clause
(iii) above and this clause (iv), equals 10% or more of


 


46

















 


the Outstanding Amount of the Notes, but such certificate need not be
furnished in the case of any release of property or securities if the fair
value thereof as set forth in the related Officers’ Certificate is less than
$25,000 or less than one percent of the then Outstanding Amount of the Notes.


 


(v)           Notwithstanding
Section 2.9 or any other provision of this Section, the Issuer may,
without compliance with the requirements of the other provisions of this
Section, (A) collect, liquidate, sell or otherwise dispose of Trust Student
Loans as and to the extent permitted or required by the Basic Documents, (B)
make cash payments out of the Trust Accounts as and to the extent permitted or
required by the Basic Documents and (C) convey to the Depositor, the Servicer
or another eligible lender those specified Trust Student Loans as and to the
extent permitted or required by and in accordance with Section 8.4(c)
hereof and Section 6 of the Sale Agreement, Section 3.5 of the
Servicing Agreement or Section 3.11E of the Servicing Agreement,
respectively, so long as the Issuer shall deliver to the Indenture Trustee
every six months, commencing December 31, 2004, an Officers’ Certificate
of the Issuer stating that all the dispositions of Collateral described in
clauses (A), (B) or (C) above that occurred during the immediately preceding
six calendar months were in the ordinary course of the Issuer’s business and
that the proceeds thereof were applied in accordance with the Basic Documents.


 


SECTION 11.2  
Form of Documents Delivered to Indenture Trustee.   In any case where several matters are
required to be certified by, or covered by an opinion of, any specified Person,
it is not necessary that all such matters be certified by, or covered by the
opinion of, only one such Person, or that they be so certified or covered by
only one document, but one such Person may certify or give an opinion with
respect to some matters, and one or more other such Persons as to other
matters, and any such Person may certify or give an opinion as to such matters
in one or several documents.


 


Any certificate or opinion of an Authorized
Officer of the Issuer may be based, insofar as it relates to legal matters,
upon a certificate or opinion of, or representations by, counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the matters upon
which his certificate or opinion is based are erroneous.  Any such certificate of an Authorized
Officer or Opinion of Counsel may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, an officer or
officers of the Servicer, the Depositor, the Issuer or the Administrator,
stating that the information with respect to such factual matters is in the
possession of the Servicer, the Depositor, the Issuer or the Administrator,
unless such counsel knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to such matters
are erroneous.


 


Where any Person is required to make, give or
execute two or more applications, requests, consents, certificates, statements,
opinions or other instruments under this Indenture, they may, but need not, be
consolidated and form one instrument.


 


Whenever in this Indenture, in connection
with any application or certificate or report to the Indenture Trustee, it is
provided that the Issuer shall deliver any document as a condition of the
granting of such application, or as evidence of the Issuer’s compliance with
any term hereof, it is intended that the truth and accuracy, at the time of the
granting of such


 


47

















 


application or
at the effective date of such certificate or report (as the case may be), of
the facts and opinions stated in such document shall in such case be conditions
precedent to the right of the Issuer to have such application granted or to the
sufficiency of such certificate or report. 
The foregoing shall not, however, be construed to affect the Indenture
Trustee’s right to rely upon the truth and accuracy of any statement or opinion
contained in any such document as provided in Article VI.


 


SECTION 11.3  
Acts of Noteholders. 
(a)  Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Noteholders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Noteholders in person or by agents
duly appointed in writing; and except as herein otherwise expressly provided
such action shall become effective when such instrument or instruments are
delivered to the Indenture Trustee, and, where it is hereby expressly required,
to the Issuer.  Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Noteholders signing such instrument
or instruments.  Proof of execution of
any such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 6.1) conclusive
in favor of the Indenture Trustee and the Issuer, if made in the manner
provided in this Section.


 


(b)           The
fact and date of the execution by any person of any such instrument or writing
may be proved in any manner that the Indenture Trustee deems sufficient.


 


(c)           The
ownership of Notes shall be proved by the Note Register.


 


(d)           Any
request, demand, authorization, direction, notice, consent, waiver or other
action by any Noteholder shall bind the Noteholder of every Note issued upon
registration of transfer thereof or in exchange therefor or in lieu thereof, in
respect of anything done, omitted or suffered to be done by the Indenture
Trustee or the Issuer in reliance thereon, whether or not notation of such
action is made upon such Note.


 


SECTION 11.4  
Notices, etc., to Indenture Trustee, Issuer and Rating Agencies.   Any request, demand, authorization,
direction, notice, consent, waiver or Act of Noteholders or other documents
provided or permitted by this Indenture shall be in writing and if such
request, demand, authorization, direction, notice, consent, waiver or Act of
Noteholders is to be made upon, given or furnished to or filed with:


 


(a)           The
Indenture Trustee by any Noteholder, the Servicer, the Administrator or by the
Issuer shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to or with the Indenture Trustee at its Corporate
Trust Office with a copy to: Deutsche Bank Trust Company Americas, 60 Wall
Street, 26th Floor, Mailstop NYC60-2606, New York, New York 10005,
Attention: Trust & Securities Services/Structured Finance Services.


 


(b)           The
Issuer by the Indenture Trustee or by any Noteholder shall be sufficient for
every purpose hereunder if in writing and mailed, first-class, postage prepaid,
to the Issuer addressed to: SLM Student Loan Trust 2004-6, in care of Chase
Manhattan Bank USA, National Association, Christiana Center/OPS4, 500 Stanton
Christiana Road, Newark,  Delaware 19713,


 


48

















 


Attention:  Corporate Trust
Department; with copies to JPMorgan Chase Bank, 450 West 33rd Street 15th Fl.,
New York, New York 10001, Attention: 
Structured Finance Services; and the Administrator, 11600 Sallie Mae
Drive, Reston, Virginia  20193,
Attention: ABS Trust Administration, or any other address previously furnished
in writing to the Indenture Trustee by the Issuer or the Administrator.  The Issuer shall promptly transmit any
notice received by it from the Noteholders to the Indenture Trustee.


 


Notices required to be given to the Rating
Agencies by the Issuer, the Indenture Trustee or the Eligible Lender Trustee
shall be in writing, personally delivered or mailed by certified mail, return
receipt requested, to (i) in the case of Moody’s, at the following address: ABS
Monitoring Department, 99 Church Street, New York, New York 10007, (ii) in the
case of S&P, at the following address: 55 Water Street, New York, New York
10041-0003, Attention: Asset Backed Surveillance Department, 32nd Floor, and
(iii) in the case of Fitch, at the following address: One State Street Plaza,
New York, New York 10004, Attention: Municipal Structured Finance Group; or as
to each of the foregoing, at such other address as shall be designated by
written notice to the other parties.


 


Notices to the Interest Rate Cap Counterparty
shall be sent to the address set forth in the Interest Rate Cap Agreement or
such other address as may be designated by written notice to the parties to
this Indenture.


 


SECTION 11.5  
Notices to Noteholders; Waiver. 
Where this Indenture provides for notice to Noteholders of any event,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class, postage prepaid to each
Noteholder affected by such event, at his address as it appears on the Note
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice.  In any case where notice to Noteholders is given by mail, neither
the failure to mail such notice nor any defect in any notice so mailed to any
particular Noteholder shall affect the sufficiency of such notice with respect
to other Noteholders, and any notice that is mailed in the manner herein
provided shall conclusively be presumed to have been duly given.


 


Where this Indenture provides for notice in
any manner, such notice may be waived in writing by any Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice.  Waivers
of notice by Noteholders shall be filed with the Indenture Trustee but such
filing shall not be a condition precedent to the validity of any action taken
in reliance upon such a waiver.


 


In case, by reason of the suspension of regular
mail service as a result of a strike, work stoppage or similar activity, it
shall be impractical to mail notice of any event to Noteholders when such
notice is required to be given pursuant to any provision of this Indenture,
then any manner of giving such notice as shall be satisfactory to the Indenture
Trustee shall be deemed to be a sufficient giving of such notice.


 


Where this Indenture provides for notice to
the Rating Agencies, failure to give such notice shall not affect any other
rights or obligations created hereunder, and shall not under any circumstance
constitute a Default.


 


49

















 


SECTION 11.6  
Alternate Payment and Notice Provisions.  Notwithstanding any provision of this Indenture or any of the
Notes to the contrary, the Issuer may enter into any agreement with any
Noteholder providing for a method of payment, or notice by the Indenture
Trustee or any Paying Agent to such Noteholder, that is different from the
methods provided for in this Indenture for such payments or notices.  The Issuer will furnish to the Indenture
Trustee a copy of each such agreement and the Indenture Trustee will cause
payments to be made and notices to be given in accordance with such agreements.


 


SECTION 11.7  
Conflict with Trust Indenture Act. 
If any provision hereof limits, qualifies or conflicts with another
provision hereof that is required to be included in this Indenture by any of
the provisions of the Trust Indenture Act, such required provision shall
control.


 


The provisions of TIA §§ 310 through 317
that impose duties on any Person (including the provisions automatically deemed
included herein unless expressly excluded by this Indenture) are a part of and
govern this Indenture, whether or not physically contained herein.


 


SECTION 11.8  
Effect of Headings and Table of Contents.  The Article and Section headings herein and the Table
of Contents are for convenience only and shall not affect the construction
hereof.


 


SECTION 11.9  
Successors and Assigns.  All covenants
and agreements in this Indenture and the Notes by the Issuer shall bind its
successor and assigns, whether so expressed or not.  All agreements of the Indenture Trustee in this Indenture shall
bind the successors, co-trustees and agents (excluding any legal
representatives or accountants) of the Indenture Trustee.


 


SECTION 11.10  
Separability.  In case any
provision in this Indenture or in the Notes shall be invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


SECTION 11.11  
Benefits of Indenture.  Nothing
in this Indenture or in the Notes, express or implied shall give to any person,
other than the parties hereto and their successors hereunder, the Noteholders,
any other party secured hereunder, and any other Person with an ownership
interest in any part of the Indenture Trust Estate, any benefit or any legal or
equitable right, remedy or claim under this Indenture.


 


SECTION 11.12  
Legal Holidays.  In any case
where the date on which any payment is due shall not be a Business Day, then
(notwithstanding any other provision of the Notes or this Indenture) payment
need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on the date on which nominally
due, and no interest shall accrue for the period from and after any such
nominal date.


 


SECTION 11.13  
GOVERNING LAW.  THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS (OTHER THAN §5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND
THE


 


50

















 


OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


SECTION 11.14  
Counterparts.  This Indenture may
be executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.


 


SECTION 11.15  
Recording of Indenture.  If this
Indenture is subject to recording in any appropriate public recording offices,
such recording is to be effected by the Issuer and at its expense accompanied
by an Opinion of Counsel (which may be counsel to the Indenture Trustee or any
other counsel reasonably acceptable to the Indenture Trustee) to the effect
that such recording is necessary either for the protection of the Noteholders
or any other Person secured hereunder or for the enforcement of any right or
remedy granted to the Indenture Trustee under this Indenture.


 


SECTION 11.16  
Trust Obligations.  No recourse
may be taken, directly or indirectly, with respect to the obligations of the
Issuer, the Depositor, the Administrator, the Servicer, the Eligible Lender
Trustee or the Indenture Trustee on the Notes or under this Indenture or any
certificate or other writing delivered in connection herewith or therewith,
against (i) the Indenture Trustee or the Eligible Lender Trustee in its
individual capacity, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Indenture Trustee or the Eligible Lender Trustee in its individual capacity,
any holder or owner of a beneficial interest in the Issuer, the Eligible Lender
Trustee or the Indenture Trustee or of any successor or assign thereof in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Indenture Trustee and the Eligible Lender Trustee
have no such obligations in their individual capacity) and except that any such
partner, owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such
entity.  For all purposes of this
Indenture, in the performance of any duties or obligations of the Issuer
hereunder, the Eligible Lender Trustee shall be subject to, and entitled to the
benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust
Agreement.


 


SECTION 11.17  
No Petition.  The Indenture
Trustee, by entering into this Indenture, and each Noteholder, by accepting a
Note, hereby covenant and agree that they shall not at any time institute
against the Depositor or the Issuer, or join in any institution against the
Depositor or the Issuer of, any bankruptcy, reorganization, arrangement,
insolvency, receivership or liquidation proceedings, or other proceedings under
any United States Federal or state bankruptcy or similar law in connection with
any obligations relating to the Notes, this Indenture or any of the other Basic
Documents.  The foregoing shall not
limit the rights of the Indenture Trustee to file any claim in, or otherwise
take any action with respect to, any insolvency proceeding that was instituted
against the Issuer by any Person other than the Indenture Trustee.


 


SECTION 11.18  
Inspection.  The Issuer agrees
that, on reasonable prior notice, it shall permit any representative of the
Indenture Trustee, during the Issuer’s normal business hours, to examine all
the books of account, records, reports, and other papers of the Issuer, to make
copies and extracts therefrom, to cause such books to be audited by Independent
certified


 


51

















 


public accountants, and to discuss the Issuer’s affairs, finances and
accounts with the Issuer’s officers, employees, and Independent certified public
accountants, all at such reasonable times and as often as may be reasonably
requested.  The Indenture Trustee shall
and shall cause its representatives to hold in confidence all such information
obtained from such examination or inspection except to the extent disclosure
may be required by law (and all reasonable applications for confidential
treatment are unavailing) and except to the extent that the Indenture Trustee
may reasonably determine that such disclosure is consistent with its
obligations hereunder.


 


52

















 


IN WITNESS WHEREOF, the Issuer, the Eligible
Lender Trustee and the Indenture Trustee have caused this Indenture to be duly
executed by their respective officers, thereunto duly authorized and duly
attested, all as of the day and year first above written.


 


	
   

  	
  SLM STUDENT LOAN
  TRUST 2004-6

  
	
   

  	
   

  
	
   

  	
  By: CHASE MANHATTAN
  BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as
  Eligible Lender Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  JOHN J. CASHIN

  	
   

  
	
   

  	
   

  	
   Name:

  	
  John J. Cashin

  
	
   

  	
   

  	
   Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CHASE MANHATTAN
  BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as
  Eligible Lender Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  JOHN J. CASHIN

  	
   

  
	
   

  	
   

  	
   Name:

  	
  John J. Cashin

  
	
   

  	
   

  	
   Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY AMERICAS,

  not in its individual capacity but solely

  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  MICHELE H.Y. VOON

  	
   

  
	
   

  	
   

  	
   Name:

  	
  Michele H.Y. Voon

  
	
   

  	
   

  	
   Title:

  	
  Assistant Vice
  President

  
						



 


53

















 


APPENDIX A-1


 


DEFINITIONS
AND USAGE


Series 2004-6


 


Usage


 


The following rules of construction and usage shall be applicable to
any instrument that is governed by this appendix (this “Appendix”):


 


(a)                                  All
terms defined in this Appendix shall have the defined meanings when used in any
instrument governed hereby and in any certificate or other document made or
delivered pursuant thereto unless otherwise defined therein.


 


(b)                                 As
used herein, in any instrument governed hereby and in any certificate or other
document made or delivered pursuant thereto, accounting terms not defined in
this Appendix or in any such instrument, certificate or other document, and
accounting terms partly defined in this Appendix or in any such instrument,
certificate or other document, to the extent not defined, shall have the
respective meanings given to them under generally accepted accounting
principles as in effect on the date of such instrument.  To the extent that the definitions of accounting
terms in this Appendix or in any such instrument, certificate or other document
are inconsistent with the meanings of such terms under generally accepted
accounting principles, the definitions contained in this Appendix or in any
such instrument, certificate or other document shall control.


 


(c)                                  The
words “hereof,” “herein,” “hereunder” and words of similar import when used in
an instrument refer to such instrument as a whole and not to any particular
provision or subdivision thereof; references in an instrument to “Article,”
“Section” or another subdivision or to an attachment are, unless the context
otherwise requires, to an article, section or subdivision of or an
attachment to such instrument; and the term “including” means “including
without limitation.”


 


(d)                                 The
definitions contained in this Appendix are equally applicable to both the
singular and plural forms of such terms and to the masculine as well as to the
feminine and neuter genders of such terms.


 


(e)                                  Any
agreement, instrument or statute defined or referred to below or in any agreement
or instrument that is governed by this Appendix means such agreement or
instrument or statute as from time to time amended, modified or supplemented,
including (in the case of agreements or instruments) by assignment, assumption,
waiver or consent and (in the case of statutes) by succession of comparable
successor statutes and includes (in the case of agreements or instruments)
references to all attachments thereto and instruments incorporated
therein.  References to a Person are
also to its permitted successors and assigns.


 


A-1-1

















 


Definitions


 


“Accrual Period” means, with respect to a Distribution Date, the
period from and including the immediately preceding Distribution Date to, but
excluding, the then-current Distribution Date, or in the case of the initial
such period, the period from and including the Closing Date to, and including,
October 24, 2004.


 


“Act” means the Securities Act of 1933, as amended.


 


“Actual/360” means
that interest is calculated on the basis of the actual number of days elapsed
in a year of 360 days.  


 


“Adjusted Pool Balance” means, for any Distribution Date, (a) if
the Pool Balance as of the last day of the related Collection Period is greater
than 40% of the Initial Pool
Balance, the sum of that Pool Balance and the Specified Reserve Account Balance
for that Distribution Date, or (b) if the Pool Balance as of the last day of
the related Collection Period is less than or equal to 40% of the Initial Pool
Balance, that Pool Balance.


 


 “Administration Agreement”
means the Administration Agreement dated as of June 30, 2004, among the
Administrator, the Servicer, the Depositor, the Trust and the Eligible Lender
Trustee.


 


“Administration Fees” has the meaning specified in Section 2.14
of the Administration Agreement.


 


“Administrator” means Sallie Mae, Inc., in its capacity as
administrator of the Trust in accordance with the Administration Agreement.


 


“Administrator Default” has the meaning specified in
Section 5.1 of the Administration Agreement.


 


“Administrator’s Certificate” means an Officers’ Certificate of
the Administrator delivered pursuant to Section 3.1(c) of the
Administration Agreement.


 


“Administrator’s Officers’ Certificate” means an Officers’
Certificate of the Administrator delivered pursuant to Section 3.1(b) of
the Administration Agreement.


 


“Affiliate” means, with respect to any specified Person, any
other Person controlling or controlled by or under common control with such
specified Person.  For the purposes of this
definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.


 


“Authenticating Agent” means JPMorgan Chase Bank, as
authenticating agent in respect of the Excess Distribution Certificate.


 


A-1-2

















 


“Authorized Officer” means (i) with respect to the Trust, any
officer of the Eligible Lender Trustee who is authorized to act for the
Eligible Lender Trustee in matters relating to the Trust pursuant to the Basic
Documents and who is identified on the list of Authorized Officers delivered by
the Eligible Lender Trustee to the Indenture Trustee on the Closing Date (as
such list may be modified or supplemented from time to time thereafter), (ii)
with respect to the Administrator, any officer of the Administrator or any of
its Affiliates who is authorized to act for the Administrator in matters
relating to itself or to the Trust and to be acted upon by the Administrator
pursuant to the Basic Documents and who is identified on the list of Authorized
Officers delivered by the Administrator to the Indenture Trustee on the Closing
Date (as such list may be modified or supplemented from time to time
thereafter), (iii) with respect to the Depositor, any officer of the Depositor
or any of its Affiliates who is authorized to act for the Depositor in matters
relating to or to be acted upon by the Depositor pursuant to the Basic
Documents and who is identified on the list of Authorized Officers delivered by
the Depositor to the Indenture Trustee on the Closing Date (as such list may be
modified or supplemented from time to time thereafter) and (iv) with respect to
the Servicer, any officer of the Servicer who is authorized to act for the
Servicer in matters relating to or to be acted upon by the Servicer pursuant to
the Basic Documents and who is identified on the list of Authorized Officers
delivered by the Servicer to the Indenture Trustee on the Closing Date (as such
list may be modified or supplemented from time to time thereafter).


 


“Available Funds” means, as to a Distribution Date or any
related Monthly Servicing Payment Date, the sum of the following amounts
received with respect to the related Collection Period or, in the case of a
Monthly Servicing Payment Date, the applicable portion of these amounts:


 


(a)                                                        all
collections on the Trust Student Loans received by the Servicer on the Trust
Student Loans, including any Guarantee Payments received on the Trust Student
Loans, but net of:


 


(1)                                  any collections in
respect of principal on the Trust Student Loans applied by the Trust to
repurchase guaranteed loans from the Guarantors under the Guarantee Agreements,
and


 


(2)                                  amounts required by
the Higher Education Act to be paid to the Department or to be repaid to
borrowers, whether or not in the form of a principal reduction of the
applicable Trust Student Loan, on the Trust Student Loans for that Collection
Period, if any;


 


(b)                                                       any
Interest Subsidy Payments and Special Allowance Payments with respect to the
Trust Student Loans during that Collection Period;


 


(c)                                                        all
Liquidation Proceeds from any Trust Student Loans which became Liquidated
Student Loans during that Collection Period in accordance with the Servicer’s
customary servicing procedures, net of expenses incurred by the Servicer
related to their liquidation and any amounts required by law to be remitted to
the borrowers on the Liquidated Student Loans, and all


 


A-1-3

















 


Recoveries on Liquidated Student Loans which
were written off in prior Collection Periods or during that Collection Period;


 


(d)                                                       the
aggregate Purchase Amounts received during that Collection Period for those
Trust Student Loans repurchased by the Depositor or purchased by the Servicer
or for Trust Student Loans sold to another eligible lender pursuant to
Section 3.11E of the Servicing Agreement;


 


(e)                                                        the
aggregate Purchase Amounts received during that Collection Period for those
Trust Student Loans repurchased by SLMA or SLM ECFC;


 


(f)                                                          the
aggregate amounts, if any, received from any of SLMA, SLM ECFC, the Depositor
or the Servicer, as the case may be, as reimbursement of non-guaranteed
interest amounts, or lost Interest Subsidy Payments and Special Allowance
Payments, on the Trust Student Loans pursuant to the Sale Agreement or
Section 3.5 of the Servicing Agreement, respectively;


 


(g)                                                       amounts
received by the Trust pursuant to Sections 3.1 and 3.12 of the Servicing
Agreement during that Collection Period as to yield or principal adjustments;


 


(h)                                                       any
interest remitted by the Administrator to the Collection Account prior to such
Distribution Date or Monthly Servicing Payment Date;


 


(i)                                                           Investment
Earnings for that Distribution Date earned on amounts on deposit in each Trust
Account;


 


(j)                                                           payments
received under the Interest Rate Cap Agreement;


 


(k)                                                        amounts
transferred from the Reserve Account in excess of the Specified Reserve Account
Balance as of that Distribution Date; and


 


(l)                                                           as
to the first Distribution Date, the Collection Account Initial Deposit.


 


provided that if on
any Distribution Date there would not be sufficient funds, after application of
Available Funds, as defined above, and application of amounts available from
the Reserve Account  to pay any
of the items specified in clauses (a) through (d) of Section 2.8 of the
Administration Agreement (but excluding clause (d), and including clauses (e)
through (i) thereof, in the event that a condition exists as described in
either clause (i) or (ii) of paragraph (x) of Section 2.8 of the
Administration Agreement), as set forth in Section 2.9 of the Administration
Agreement, relating to such distributions, then Available Funds for that Distribution
Date will include, in addition to the Available Funds as defined above, amounts
on deposit in the Collection Account, or amounts held by the Administrator, or
which the Administrator reasonably estimates to be held by the Administrator,
for deposit into the Collection Account on the related Determination Date which
would have constituted Available Funds for the Distribution Date succeeding
that Distribution Date, up to the amount necessary to pay such items, and the
Available Funds for the succeeding Distribution Date will be adjusted
accordingly.


 


A-1-4

















 


“Basic Documents” means the Trust Agreement, the Indenture, the
Servicing Agreement, the Administration Agreement, the Sale Agreement, the SLMA
Purchase Agreement, the SLM ECFC Purchase Agreement, the Guarantee Agreements,
the Note Depository Agreement, the Interest Rate Cap Agreement and other
documents and certificates delivered in connection with any such documents.


 


“Benefit Plan” means (i) an employee benefit plan (as defined in
Section 3(3) of ERISA), whether or not subject to the provisions of Title
I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code,
whether or not subject to Section 4975 of the Code or (iii) any entity
whose underlying assets include plan assets by reason of a plan’s investment in
the entity.


 


“Bill of Sale” has the meaning specified in either of the
Purchase Agreements or the Sale Agreement, as applicable.


 


“Book-Entry Note” means a beneficial interest in the Notes,
ownership and transfers of which shall be made through book entries by a
Clearing Agency as described in Section 2.10 of the Indenture.


 


“Business Day” means (i) with respect to calculating LIBOR of a
specified maturity, any day on which banks in New York, New York and London,
England are open for the transaction of international business and (ii) for all
other purposes, any day other than a Saturday, a Sunday or a day on which
banking institutions or trust companies in New York, New York or Wilmington,
Delaware are authorized or obligated by law, regulation or executive order to
remain closed.


 


“Carryover Servicing Fee” has the meaning specified in
Attachment A to the Servicing Agreement.


 


“Class A Note” means a Class A-1 Note, Class A-2 Note, Class A-3
Note, Class A-4 Note or Class A-5 Note.


 


“Class A Note Interest Shortfall” means, for any Distribution
Date, the  excess of (x) theClass A Noteholders’ Interest Distribution Amount on
the preceding Distribution Date  over (y) the amount of interest
actually distributed to the Class A Noteholders on the preceding Distribution
Date, plus interest on the amount of that excess, to the extent permitted by
law, at the interest rate applicable for each such class of Notes  from
the preceding Distribution Date to the current Distribution Date.


 


“Class A Note Principal Shortfall” means, as of the close of any
Distribution Date, the excess of (i) the Class A Noteholders’ Principal Distribution
Amount on that Distribution Date, over (ii) the amount of principal actually
distributed  to the Class A Noteholders on
such Distribution Date.


 


“Class A Noteholder” means the Person in whose name a Class A
Note is registered in the Note Register.


 


A-1-5

















 


“Class A Noteholders’ Distribution Amount” means, for any
Distribution Date, the sum of the Class A Noteholders’ Interest Distribution
Amount and the Class A Noteholders’ Principal Distribution Amount for that
Distribution Date.


 


“Class A Noteholders’ Interest Distribution Amount” means, for
any Distribution Date, the sum of: (1) the amount of interest accrued at the
Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate or
the Class A-5 Rate, as applicable, for the related Accrual Period on the
Outstanding Amount of all classes of Class A Notes on the immediately preceding
Distribution Date(s) after giving effect to all principal distributions to
Class A Noteholders on that preceding Distribution Date or, in the case of the
first Distribution Date, on the Closing Date, and (2) the Class A Note
Interest Shortfall for that Distribution Date.


 


“Class A Noteholders’ Principal Distribution Amount” means, for
any Distribution Date, the Principal Distribution Amount for that Distribution
Date, plus any Class A Note Principal Shortfall as of the close of business on
the preceding Distribution Date; provided that the Class A Noteholders’
Principal Distribution Amount will not exceed the Outstanding Amount of the
Class A Notes.  In addition, on the
Class A-1 Maturity Date, the Class A-2 Maturity Date, the Class A-3 Maturity
Date, the Class A-4 Maturity Date or the Class A-5 Maturity Date, as applicable,
the principal required to be distributed to  the related Class A Noteholders will
include the amount required to reduce the Outstanding Amount of that class to
zero.


 


“Class A-1 Maturity Date” means the January 25, 2010
Distribution Date.


 


“Class A-2 Maturity Date” means the January 25, 2013 Distribution
Date.


 


“Class A-3 Maturity Date” means the July 25, 2014
Distribution Date.


 


“Class A-4 Maturity Date” means the January 25, 2017
Distribution Date.


 


“Class A-5 Maturity Date” means the April 27, 2020
Distribution Date.


 


“Class A-1 Noteholder” means a Person in whose name a Class A-1
Note is registered in the Note Register.


 


“Class A-2 Noteholder” means a Person in whose name a Class A-2
Note is registered in the Note Register.


 


“Class A-3 Noteholder” means a Person in whose name a Class A-3
Note is registered in the Note Register.


 


“Class A-4 Noteholder” means a Person in whose name a Class A-4
Note is registered in the Note Register.


 


“Class A-5 Noteholder” means a Person in whose name a Class A-5
Note is registered in the Note Register.


 


A-1-6

















 


“Class A-1 Notes” means the $654,000,000  Floating Rate Class A-1
Student Loan-Backed Notes issued by the Trust pursuant to the Indenture,
substantially in the form of Exhibit A-1 thereto.


 


“Class A-2 Notes” means the $897,000,000 Floating Rate Class A-2
Student Loan-Backed Notes issued by the Trust pursuant to the Indenture,
substantially in the form of Exhibit A-2 thereto.


 


“Class A-3 Notes” means the $467,000,000  Floating Rate Class A-3
Student Loan-Backed Notes issued by the Trust pursuant to the Indenture,
substantially in the form of Exhibit A-3 thereto.


 


“Class A-4 Notes” means the $579,000,000 Floating Rate Class A-4
Student Loan-Backed Notes issued by the Trust pursuant to the Indenture,
substantially in the form of Exhibit A-4 thereto.


 


“Class A-5 Notes” means the $342,664,000 Floating Rate Class A-5
Student Loan-Backed Notes issued by the Trust pursuant to the Indenture,
substantially in the form of Exhibit A-5 thereto.


 


“Class A-1 Rate” means, for any Accrual Period after the initial
Accrual Period, Three-Month LIBOR, as determined on the second Business Day
before the beginning of the applicable Accrual Period, plus 0.00%, based
on an Actual/360 accrual method. For the initial Accrual Period, the Class A-1
Rate shall mean the Initial Accrual Rate plus 0.00%,  based on an Actual/360
accrual method.


 


“Class A-2 Rate” means, for any Accrual Period after the initial
Accrual Period, Three-Month LIBOR, as determined on the second Business Day
before the beginning of the applicable Accrual Period, plus 0.04% based on an
Actual/360 accrual method.  For the
initial Accrual Period, the Class A-2 Rate shall mean the Initial Accrual Rate
plus 0.04%, based on an Actual/360 accrual method.


 


“Class A-3 Rate” means, for any Accrual Period after the initial
Accrual Period, Three-Month LIBOR, as determined on the second Business Day
before the beginning of the applicable Accrual Period, plus 0.10% based on an
Actual/360 accrual method.  For the
initial Accrual Period, the Class A-3 Rate shall mean the Initial Accrual Rate
plus 0.10%, based on an Actual/360 accrual method.


 


“Class A-4 Rate” means, for any Accrual Period after the initial
Accrual Period, Three-Month LIBOR, as determined on the second Business Day
before the beginning of the applicable Accrual Period, plus 0.15% based on an
Actual/360 accrual method.  For the
initial Accrual Period, the Class A-4 Rate shall mean the Initial Accrual Rate
plus 0.15%, based on an Actual/360 accrual method.


 


“Class A-5 Rate” means, for any Accrual Period after the initial
Accrual Period, Three-Month LIBOR, as determined on the second Business Day
before the beginning of the applicable Accrual Period, plus 0.17% based on an
Actual/360 accrual method.  For the
initial Accrual


 


A-1-7

















 


Period, the Class A-5 Rate shall mean the
Initial Accrual Rate plus 0.17%, based on an Actual/360 accrual method.


 


“Class B Maturity Date” means the April 25, 2025
Distribution Date.


 


“Class B Note Interest Shortfall” means, with respect to any
Distribution Date, the excess of (i) the Class B Noteholders’ Interest
Distribution Amount on the preceding Distribution Date over (ii) the amount of
interest actually distributed to the Class B Noteholders on such preceding
Distribution Date, plus interest on the amount of such excess interest due to
the Class B Noteholders, to the extent permitted by law, at the Class B Rate
from such preceding Distribution Date to the current Distribution Date.


 


“Class B Note Principal Shortfall” means, as of the close of any
Distribution Date, the excess of (i) the Class B Noteholders’ Principal
Distribution Amount on such Distribution Date over (ii) the amount of principal
actually distributed to the Class B Noteholders on such Distribution Date.


 


“Class B Noteholder” means the Person in whose name a Class B
Note is registered in the Note Register.


 


“Class B Noteholders’ Distribution Amount” means, for any
Distribution Date, the sum of the Class B Noteholders’ Interest Distribution Amount
and the Class B Noteholders’ Principal Distribution Amount for that
Distribution Date.


 


“Class B Noteholders’ Interest Distribution Amount” means, for
any Distribution Date, the sum of (1) the amount of interest accrued at the
Class B Rate for the related Accrual Period on the Outstanding Amount of the
Class B Notes on the immediately preceding Distribution Date(s) (or, in the
case of the first Distribution Date, the Closing Date), after giving effect to
all principal distributions to Class B Noteholders on that preceding
Distribution Date, and (ii) the Class B Note Interest Shortfall for that
Distribution Date.


 


“Class B Noteholders’ Principal Distribution Amount” means, for
any Distribution Date, the excess of (1) the sum of (a) the Principal Distribution
Amount for such Distribution Date plus (b) the Class A Note Principal Shortfall
as of the close of the preceding Distribution Date plus (c) the Class B Note
Principal Shortfall as of the close of business on the preceding Distribution
Date over (2) the Class A Noteholders’ Principal Distribution Amount for that
Distribution Date; provided that the Class B Noteholders’ Principal
Distribution Amount will not exceed the Outstanding Amount of the Class B
Notes.  In addition, on the Class B
Maturity Date, the principal required to be distributed to the Class B
Noteholders will include the amount required to reduce the Outstanding Amount
of the Class B Notes to zero.


 


 “Class B Notes” means
the $90,918,000  Floating Rate Class B Student Loan-Backed Notes issued by the
Trust pursuant to the Indenture, substantially in the form of Exhibit A-6
thereto.


 


“Class B Rate” means, for any Accrual Period
after the initial Accrual Period, Three-Month LIBOR, as determined on the
second Business Day before the beginning of the applicable Accrual Period, plus
0.38% based on an Actual/360 accrual method. 
For the initial Accrual


 


A-1-8

















 


Period, the Class B Rate shall mean the
Initial Accrual Rate plus 0.38%, based on an Actual/360 accrual method.


 


“Clearing Agency” means an organization registered as a
“clearing agency” pursuant to applicable law. 
The initial Clearing Agency shall be DTC, and the initial nominee for
such Clearing Agency shall be Cede & Co.


 


“Clearing Agency Participant” means a broker, dealer, bank,
other financial institution or other Person for whom from time to time a
Clearing Agency effects book-entry transfers and pledges of securities
deposited with the Clearing Agency.


 


“Closing Date” means June 30, 2004.


 


“Code” means the Internal Revenue Code of 1986, as amended from
time to time, and Treasury Regulations promulgated thereunder.


 


“Collateral” has the meaning specified in the Granting Clause of
the Indenture.


 


“Collection Account” means the account designated as such,
established and maintained pursuant to Section 2.3(a) of the
Administration Agreement.


 


“Collection Account Initial Deposit” means $4,069,000.


 


“Collection Period” means, with respect to the first
Distribution Date, the period beginning on the Closing Date and ending on
September 30, 2004, and with respect to each subsequent Distribution Date
the Collection Period means the three calendar months immediately following the
end of the previous Collection Period.


 


“Commission” means the Securities and Exchange Commission.


 


“Consolidation Loans” means Student Loans made in accordance
with the Section 428C of the Higher Education Act.


 


“Corporate Trust Office” means (i) with respect to the Indenture
Trustee, the principal office of the Indenture Trustee at which at any
particular time its corporate trust business shall be administered, which
office at the Closing Date is located at 60 Wall Street, 26th Floor,
Mailstop NYC60-2606, New York, New York 10005, Attention: Trust &
Securities Services/Structured Finance Services, telephone: (212) 250-8454,
facsimile: (212) 797-8606 or at such other address as the Indenture
Trustee may designate from time to time by notice to the Noteholders and the
Depositor, or the principal corporate trust office of any successor Indenture
Trustee (the address of which the successor Indenture Trustee will notify the
Noteholders, the Administrator and the Depositor) and (ii) with respect to the
Eligible Lender Trustee, the principal corporate trust office of the Eligible
Lender Trustee located at Christiana Center/OPS4, 500 Stanton Christiana Road,
Newark, Delaware 19713, Attention: 
Corporate Trust Department (telephone: (302) 552-6279; facsimile: (302)
552-6280); or at such other address as the Eligible Lender Trustee may designate
by notice to the Depositor, or the principal corporate trust office of any
successor Eligible Lender Trustee (the address of which the successor Eligible
Lender Trustee will notify the Administrator and the Depositor).


 


A-1-9

















 


 “Cutoff Date” means
June 30, 2004.


 


“Default” means any occurrence that is, or with notice or the
lapse of time or both would become, an Event of Default.


 


“Definitive Notes” has the meaning specified in
Section 2.10 of the Indenture.


 


“Delaware Statutory Trust Act” means Chapter 38 of Title 12,
Part V of the Delaware Code, entitled “Treatment of Delaware Statutory Trusts”.


 


“Delivery” when used with respect to Trust Account Property
means:


 


(a)          with
respect to bankers’ acceptances, commercial paper, negotiable certificates of
deposit and other obligations that constitute “instruments” within the meaning
of Section 9-102(a)(47) of the UCC and are susceptible of physical
delivery, transfer thereof to the Indenture Trustee or its nominee or custodian
by physical delivery to the Indenture Trustee or its nominee or custodian
endorsed to, or registered in the name of, the Indenture Trustee or its nominee
or custodian or endorsed in blank, and, with respect to a certificated security
(as defined in Section 8-102(a)(3) of the UCC) transfer thereof (i) by
delivery of such certificated security endorsed to, or registered in the name
of, the Indenture Trustee or its nominee or custodian or endorsed in blank to a
securities  intermediary (as defined in
Section 8-102(a)(14) of the UCC) and the making by such securities
intermediary of entries on its books and records identifying such certificated
securities as belonging to the Indenture Trustee or its nominee or custodian
and the sending by such securities intermediary of a confirmation of the
purchase of such certificated security by the Indenture Trustee or its nominee
or custodian, or (ii) by delivery thereof to a “clearing corporation” (as
defined in Section 8-102(a)(5) of the UCC) and the making by such clearing
corporation of appropriate entries on its books reducing the appropriate
securities account of the transferor and increasing the appropriate securities
account of a securities intermediary by the amount of such certificated security,
the identification by the clearing corporation of the certificated securities
for the sole and exclusive account of the securities intermediary, the
maintenance of such certificated securities by such clearing corporation or the
nominee of either subject to the clearing corporation’s exclusive control, the
sending of a confirmation by the securities intermediary of the purchase by the
Indenture Trustee or its nominee or custodian of such securities and the making
by such securities intermediary of entries on its books and records identifying
such certificated securities as belonging to the Indenture Trustee or its
nominee or custodian (all of the foregoing, but not including Trust Student
Loans, “Physical Property”); and such additional or alternative procedures as
may hereafter become appropriate to effect the complete transfer of ownership
of any such Trust Account Property to the Indenture Trustee or its nominee or
custodian, consistent with changes in applicable law or regulations or the
interpretation thereof;


 


(b)         with
respect to any security issued by the U.S. Treasury, the Government National
Mortgage Association, the Federal Home Loan Mortgage Corporation or the Federal
National Mortgage Association that is a book-entry security held at a Federal
Reserve Bank pursuant to Federal book-entry regulations, the following
procedures, all in accordance with applicable law, including applicable Federal
regulations and Articles 8 and 9 of the UCC: the crediting of such book-entry
security to an appropriate book-entry account of the Indenture


 


A-1-10

















 


Trustee or its nominee or the custodian or securities intermediary at a
Federal Reserve Bank, causing the custodian to continuously indicate by
book-entry such book-entry security as credited to the relevant book-entry
account, the continuous crediting of such book-entry security to a securities
account of the custodian at such Federal Reserve Bank and the continuous
identification of such book-entry security by the custodian as credited to the
appropriate book-entry account; and


 


(c)          with
respect to any item of Trust Account Property that is an uncertificated
security under Article 8 of the UCC and that is not governed by clause (b)
above, registration on the books and records of the issuer thereof in the name
of the securities intermediary, the sending of a confirmation by the securities
intermediary of the purchase by the Indenture Trustee or its nominee or
custodian of such uncertificated security, the making by such securities
intermediary of entries on its books and records identifying such
uncertificated certificates as belonging to the Indenture Trustee or its
nominee or custodian.


 


“Department” means the United States Department of Education, an
agency of the Federal government.


 


“Depositor” means SLM Funding LLC, a Delaware limited liability
company, and its successors and assigns, including, for such purpose, a
permitted transferee of all of SLM Funding LLC’s right, title and interest in
the Excess Distribution Certificate.


 


“Depository Agreement” means the Note Depository Agreement.


 


“Determination Date” means, with respect to the Collection
Period preceding any Distribution Date, the first Business Day preceding such
Distribution Date.


 


“Distribution Date” means, for any class of Notes the 25th day
of each of January, April, July and October, or, if such day is not a
Business Day, the immediately following Business Day, commencing on
October 25, 2004.


 


“DTC” means The Depository Trust Company, or any successor thereto.


 


“Eligible Deposit Account” means either (a) a segregated account
with an Eligible Institution or (b) a segregated trust account with the
corporate trust department of a depository institution organized under the laws
of the United States of America or any one of the States or the District of
Columbia (or any domestic branch of a foreign bank), having corporate trust
powers and acting as trustee for funds deposited in such account, so long as
any of the securities of such depository institution have a credit rating from
Moody’s, S&P, and, if such institution is rated by Fitch, Fitch, in one of
their generic rating categories which signifies investment grade.


 


“Eligible Institution” means a depository institution organized
under the laws of the United States of America or any one of the States or the
District of Columbia (or any domestic branch of a foreign bank) (i) which has
(A) either a long-term senior unsecured debt rating of “AAA” or a short-term
senior unsecured debt or certificate of deposit rating of “A-1+” or better by
S&P and (B)(1) a long-term senior unsecured debt rating of “A1” or better
and (2) a short-term senior unsecured debt rating of “P-1” or better by
Moody’s, and (C) if such institution is rated by Fitch, a long-term senior unsecured
debt rating of “AA” or a short-term senior unsecured debt rating of “F-1+,” or
any other long-term, short-term or certificate of deposit


 


A-1-11

















 


rating with respect to which the Rating
Agency Condition has been satisfied and (ii) whose deposits are insured by the
FDIC.  If so qualified, the Eligible
Lender Trustee or the Indenture Trustee may be considered an Eligible
Institution.


 


“Eligible Investments” means book-entry securities, negotiable
instruments or securities represented by instruments in bearer or registered
form which evidence:


 


(a)  direct obligations of, and
obligations fully guaranteed as to timely payment by, the United States of
America, the Government National Mortgage Association, the Federal Home Loan
Mortgage Corporation, the Federal National Mortgage Association, SLMA, or any
agency or instrumentality of the United States of America the obligations of
which are backed by the full faith and credit of the United States of America;
provided that obligations of, or guaranteed by, the Government National
Mortgage Association (GNMA), the Federal Home Loan Mortgage Corporation
(Freddie Mac), the Federal National Mortgage Association (Fannie Mae) or SLMA
shall be Eligible Investments only if, at the time of investment, they meet the
criteria of each of the Rating Agencies for collateral for securities having
ratings equivalent to the respective ratings of the Notes in effect at the
Closing Date;


 


(b)  demand deposits, time
deposits or certificates of deposit of any depository institution or trust
company incorporated under the laws of the United States of America or any
State (or any domestic branch of a foreign bank) and subject to supervision and
examination by Federal or state banking or depository institution authorities
(including depository receipts issued by any such institution or trust company
as custodian with respect to any obligation referred to in clause (a) above or
portion of such obligation for the benefit of the holders of such depository
receipts); provided that at the time of the investment or contractual
commitment to invest therein (which shall be deemed to be made again each time
funds are reinvested following each Distribution Date), the commercial paper or
other short-term senior unsecured debt obligations (other than such obligations
the rating of which is based on the credit of a Person other than such
depository institution or trust company) thereof shall have a credit rating
from each of the Rating Agencies in the highest investment category granted
thereby;


 


(c)  commercial paper having, at
the time of the investment, a rating from each of the Rating Agencies in the
highest investment category granted thereby;


 


(d)  investments in money market
funds having a rating from each of the Rating Agencies in the highest
investment category granted thereby (including funds for which the Indenture
Trustee, the Administrator or the Eligible Lender Trustee or any of their
respective Affiliates is investment manager or advisor);


 


(e)  bankers’ acceptances issued
by any depository institution or trust company referred to in clause (b) above;


 


(f)  repurchase obligations with
respect to any security that is a direct obligation of, or fully guaranteed by,
the United States of America or any agency or instrumentality thereof the
obligations of which are backed by the full faith and credit of the United
States of America, in either case entered into with a depository institution or
trust company (acting as principal) described in clause (b) above;


 


A-1-12

















 


(g) asset-backed securities, including asset-backed securities issued
by Affiliates, or entities formed by Affiliates, of SLMA, but excluding
mortgage-backed securities, that at the time of investment, have a rating in
the highest investment category granted by each of the Rating Agencies, but not
at a purchase price in excess of par;


 


(h) Eligible Repurchase Obligations; and


 


(i) any other investment which would not result in the downgrading or
withdrawal of any rating of the Notes by any of the Rating Agencies as affirmed
in writing delivered to the Indenture Trustee.


 


For purposes of the definition of “Eligible Investments” the phrase
“highest investment category” means (i) in the case of Fitch, “AAA” for
long-term investments (or the equivalent) and “F-1+” for short-term investments
(or the equivalent), (ii) in the case of Moody’s, “Aaa” for long-term
investments (or the equivalent) and “P-1” for short-term investments (or the
equivalent), and (iii) in the case of S&P, “AAA” for long-term investments
(or the equivalent) and “A-1+” for short-term investments (or the
equivalent).  A proposed investment not
rated by Fitch but rated in the highest investment category by Moody’s and
S&P shall be considered to be rated by each of the Rating Agencies in the
highest investment category granted thereby.


 


“Eligible Lender Trustee” means Chase Manhattan Bank USA,
National Association, a national banking association, not in its individual
capacity but solely as Eligible Lender Trustee under the Trust Agreement.  “Eligible Lender Trustee” shall also mean
each successor Eligible Lender Trustee as of the qualification of such
successor as Eligible Lender Trustee under the Trust Agreement.


 


“Eligible Loans” has the meaning specified in either of the
Purchase Agreements or the Sale Agreement, as applicable.


 


“Eligible Repo Counterparty” means an institution that is an
eligible lender (under the Federal Family Education Loan Program) or that holds
Student Loans through an eligible lender trustee and whose short-term debt
ratings are not less than “P-1” by Moody’s, “A-1” by S&P and “F1” by Fitch,
if rated by Fitch.


 


“Eligible Repurchase Obligations” means repurchase obligations
with respect to Student Loans serviced by the Servicer or an Affiliate thereof,
entered into with an Eligible Repo Counterparty, provided that the applicable
repurchase date shall occur no later than the Business Day prior to the next
Distribution Date.


 


“ERISA” means the Employee Retirement Income Security Act of
1974, as amended.


 


“Event of Default” has the meaning specified in Section 5.1
of the Indenture.


 


“Excess Distribution Certificate” means the certificate,
substantially in the form of Exhibit A to the Trust Agreement, evidencing the right
to receive payments thereon as set forth in Sections 2.8(m) and 2.9(f) of the
Administration Agreement.


 


“Excess Distribution Certificate Paying Agent” means any paying
agent or co-paying agent appointed pursuant to Section 3.3(g) of the Trust
Agreement, which paying agent shall initially be the Indenture Trustee.


 


“Excess Distribution Certificate Register” and “Excess
Distribution Certificate Registrar” mean the register mentioned and the
registrar appointed pursuant to Section 3.3(c) of the Trust Agreement.


 


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“Excess Distribution Certificateholder” means the person in
whose name an Excess Distribution Certificate is registered in the Excess
Distribution Certificate Register.


 


“Exchange Act” means the Securities Exchange Act of 1934, as
amended.


 


“Executive Officer” means, with respect to any corporation, the
Chief Executive Officer, Chief Operating Officer, Chief Financial Officer,
President, any Executive Vice President, any Senior Vice President, any Vice
President, the Secretary or the Treasurer of such corporation; and with respect
to any partnership, any general partner thereof.


 


“Expenses” means any and all liabilities, obligations, losses,
damages, taxes, claims, actions and suits, and any and all reasonable costs,
expenses and disbursements (including reasonable legal fees and expenses) of
any kind and nature whatsoever which may at any time be imposed on, incurred
by, or asserted against the Eligible Lender Trustee or any of its officers, directors
or agents in any way relating to or arising out of the Trust Agreement, the
other Basic Documents, the Trust Estate, the administration of the Trust Estate
or the action or inaction of the Eligible Lender Trustee under the Trust
Agreement or the other Basic Documents.


 


“FDIC” means the Federal Deposit Insurance Corporation.


 


“Federal Funds Rate” means the rate set forth for such day
opposite the caption “Federal Funds (effective)” in the weekly statistical
release designated H.15(519), or any successor publication, published by the
Board of Governors of the Federal Reserve System.  If such rate is not published in the relevant H.15(519) for any
day, the rate for such day shall be the arithmetic mean of the rates for the
last transaction in overnight Federal Funds arranged prior to 9:00 a.m. New
York City time on that day by each of four leading brokers in such transactions
located in New York City selected by the Administrator. The Federal Funds rate
for each Saturday and Sunday and for any other that is not a Business Day shall
be the Federal Funds Rate for the preceding Business Day as determined above.


 


“Fitch” means Fitch, Inc., also known as Fitch Ratings.


 


“Grant” means mortgage, pledge, bargain, sell, warrant,
alienate, remise, release, convey, assign, transfer, create and grant a lien
upon and a security interest in and right of set-off against, deposit, set over
and confirm pursuant to the Indenture. A Grant of the Collateral or of any
other agreement or instrument shall include all rights, powers and options (but
none of the obligations) of the Granting party thereunder, including the
immediate and continuing right to claim for, collect, receive and give receipt
for principal and interest payments in respect of the Collateral and all other moneys
payable thereunder, to give and receive notices and other communications, to
make waivers or other agreements, to exercise all rights and options, to bring
Proceedings in


 


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the name of the Granting party or otherwise
and generally to do and receive anything that the Granting party is or may be
entitled to do or receive thereunder or with respect thereto.


 


“Guarantee Agreement” means any agreement between any Guarantor
and the Eligible Lender Trustee providing for the payment by the Guarantor of
amounts authorized to be paid pursuant to the Higher Education Act to holders
of qualifying Student Loans guaranteed in accordance with the Higher Education
Act by such Guarantor.


 


“Guarantee Payment” means any payment made by a Guarantor
pursuant to a Guarantee Agreement in respect of a Trust Student Loan.


 


“Guarantor” means any entity listed on Attachment B (as amended
from time to time) to the Sale Agreement or to one of the Purchase Agreements,
as applicable.


 


“H.15(519)”  means the weekly statistical release
designated as such, or any successor publication, published by the Board of
Governors of the United States Federal Reserve System.


 


“H.15 Daily Update” means the daily update for H.15(519),
available through the world wide web site of the Board of Governors of the
Federal Reserve System at http://www.federalreserve.gov/releases/h15/update, or
any successor site or publications.


 


“Higher Education Act” means the Higher Education Act of 1965,
as amended, together with any rules, regulations and interpretations
thereunder.


 


“Indenture” means the Indenture dated as of June 1,
2004, among the Eligible Lender Trustee on behalf of the Trust, the Trust and
the Indenture Trustee.


 


“Indenture Trust Estate” means all money, instruments, rights
and other property that are subject or intended to be subject to the lien and
security interest of the Indenture for the benefit of the Noteholders
(including all Collateral Granted to the Indenture Trustee), including all proceeds
thereof.


 


“Indenture Trustee” means Deutsche Bank Trust Company Americas,
a New York banking corporation, not in its individual capacity but solely as
trustee under the Indenture.


 


“Independent” means, when used with respect to any specified
Person, that the Person (a) is in fact independent of the Trust, any other
obligor upon the Notes, the Depositor and any Affiliate of any of the foregoing
Persons, (b) does not have any direct financial interest or any material
indirect financial interest in the Trust, any such other obligor, the Depositor
or any Affiliate of any of the foregoing Persons and (c) is not connected with
the Trust, any such other obligor, the Depositor or any Affiliate of any of the
foregoing Persons as an officer, employee, promoter, underwriter, placement
agent, trustee, partner, director or person performing similar functions.


 


“Independent Certificate” means a certificate or opinion to be
delivered to the Indenture Trustee under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 11.1 of
the Indenture, made by an Independent appraiser or other expert appointed by an
Issuer Order and approved by the Indenture Trustee in the exercise of
reasonable


 


A-1-15

















 


care, and such opinion or certificate shall
state that the signer has read the definition of “Independent” in the Indenture
and that the signer is Independent within the meaning thereof.


 


“Index Maturity” means, with respect to any Accrual Period, a
period of time equal to three or four months, as applicable, commencing on the
first day of that Accrual Period.


 


“Initial Accrual Rate” means for each class of Notes and the
Accrual Period commencing on the Closing Date to, but excluding, the first
Distribution Date, the rate per annum as determined on the related
Determination Date, as follows:


 


X + [25/32 *
(Y - X)]


 


where:


 


X =
Three-Month LIBOR, and

Y = Four-Month LIBOR.


 


“Initial Pool Balance” means the Pool Balance as of the
Statistical Cutoff Date, which is $3,000,577,042.


 


“Insolvency Event” means, with respect to a specified Person,
(a) the filing of a decree or order for relief by a court having jurisdiction
in the premises in respect of such Person or any substantial part of its property
in an involuntary case under any applicable Federal or state bankruptcy,
insolvency or other similar law now or hereafter in effect, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official for such Person or for any substantial part of its property, or
ordering the winding-up or liquidation of such Person’s affairs, which decree
or order remains unstayed and in effect for a period of 60 consecutive days; or
(b) the commencement by such Person of a voluntary case under any applicable
Federal or state bankruptcy, insolvency or other similar law now or hereafter
in effect, or the consent by such Person to the entry of an order for relief in
an involuntary case under any such law, or the consent by such Person to the
appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official for such Person or for any
substantial part of its property, or the making by such Person of any general
assignment for the benefit of creditors, or the failure by such Person
generally to pay its debts as such debts become due, or the taking of action by
such Person in furtherance of any of the foregoing.


 


“Interest Rate Cap Agreement” means the agreement between the
Trust and the Interest Rate Cap Counterparty, dated as of June 23, 2004,
documented under a 1992 ISDA Master Agreement (Multicurrency-Cross Border),
including the related schedule and the Interest Rate Cap Confirmation,
providing for certain payments to the Trust, in the amounts and under the
conditions set forth therein, which will terminate in accordance with its terms
on the October 2005 Distribution Date.


 


“Interest Rate Cap Agreement Upfront Payment” means the “Fixed
Rate Amount” specified in the Interest Rate Cap Confirmation.


 


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“Interest Rate Cap Confirmation” means the confirmation executed
under the Interest Rate Cap Agreement, dated as of June 23, 2004,
representing the interest rate cap in a notional amount of $525,000,000.


 


“Interest Rate Cap Counterparty” means Swiss Re Financial
Products Corporation, as counterparty under the Interest Rate Cap Agreement.


 


“Interest Subsidy Payments” means payments, designated as such,
consisting of interest subsidies by the Department in respect of the Trust
Student Loans to the Eligible Lender Trustee on behalf of the Trust in
accordance with the Higher Education Act.


 


“Interim Eligible Lender Trustee” means Chase Manhattan Bank
USA, National Association, a national banking association, not in its
individual capacity but solely as Interim Eligible Lender Trustee under the
Interim Trust Agreement.  “Interim
Eligible Lender Trustee” shall also mean each successor Interim Eligible Lender
Trustee as of the qualification of such Interim Eligible Lender Trustee under
the Interim Trust Agreement.


 


“Interim Trust Agreement” means the Interim Trust Agreement
dated as of June 1,
2004, between the Depositor and the Interim Eligible Lender Trustee.


 


“Interim Trust Loans” has the meaning set forth in the Interim
Trust Agreement.


 


“Investment Earnings” means, with respect to any Distribution
Date, the investment earnings (net of losses and investment expenses) on
amounts on deposit in the Trust Accounts to be deposited into the Collection
Account on or prior to such Distribution Date pursuant to Section 2.3(b)
of the Administration Agreement.


 


“Issuer” means the Trust and, for purposes of any provision
contained in the Indenture and required by the TIA, each other obligor on the
Notes.


 


“Issuer Order” and “Issuer Request” means a written order
or request signed in the name of the Issuer by any one of its Authorized
Officers and delivered to the Indenture Trustee.


 


“LIBOR” means Three-Month LIBOR or Four-Month LIBOR, as
applicable.


 


“LIBOR Determination Date” means, for each Accrual Period, the
second Business Day before the beginning of that Accrual Period.


 


“Lien” means a security interest, lien, charge, pledge, equity
or encumbrance of any kind, other than tax liens and any other liens, if any,
which attach to the respective Trust Student Loan by operation of law as a
result of any act or omission by the related Obligor.


 


“Liquidated Student Loan” means any defaulted Trust Student Loan
liquidated by the Servicer (which shall not include any Trust Student Loan on
which Guarantee Payments are received) or which the Servicer has, after using
all reasonable efforts to realize upon such Trust Student Loan, determined to
charge off.


 


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“Liquidation Proceeds” means, with respect to any Liquidated
Student Loan which became a Liquidated Student Loan during the current
Collection Period in accordance with the Servicer’s customary servicing
procedures, the moneys collected in respect of the liquidation thereof from
whatever source, other than Recoveries, net of the sum of any amounts expended
by the Servicer in connection with such liquidation and any amounts required by
law to be remitted to the Obligor on such Liquidated Student Loan.


 


“Loan” has the meaning set forth in Section 2 of each of
the Purchase Agreements, as applicable.


 


“Minimum Purchase Amount” means an amount that would be
sufficient to (i) reduce the Outstanding Amount of each class of Notes on such
Distribution Date to zero and (ii) pay to the respective Noteholders the Class
A Noteholders’ Interest Distribution Amount and the Class B Noteholders’
Interest Distribution Amount payable on such Distribution Date.


 


“Monthly Servicing Payment Date” means the 25th day of each
calendar month or, if such day is not a Business Day, the immediately following
Business Day, commencing in July  2004.


 


“Moody’s” means Moody’s Investors Service, Inc.


 


“Note Depository Agreement” means the Letter of Representations,
dated June 30, 2004 among the Trust, the Eligible Lender Trustee and the
Indenture Trustee in favor of DTC.


 


“Note Final Maturity Date” for a class of Notes means the Class
A-1 Maturity Date, the  Class A-2 Maturity Date, the Class A-3 Maturity
Date, the Class A-4 Maturity Date, the Class A-5 Maturity Date or the Class B
Maturity Date, as applicable.


 


“Note Interest Shortfall” means the Class A Note Interest
Shortfall, if any, and/or the Class B Note Interest Shortfall, if any, as
applicable.


 


“Note Owner” means, with respect to a Book-Entry Note, the
Person who is the owner of such Book-Entry Note, as reflected on the books of
the applicable Clearing Agency, or on the books of a Person maintaining an
account with such Clearing Agency (directly as a Clearing Agency Participant or
as an indirect participant, in each case in accordance with the rules of such
Clearing Agency).


 


“Note Pool Factor” means, as of the close of business on a
Distribution Date, a seven-digit decimal figure equal to the Outstanding Amount
of a class of Notes divided by the original Outstanding Amount of such class of
Notes.  The Note Pool Factor for each
class will be 1.0000000 as of the Closing Date; thereafter, the Note Pool
Factor for each class will decline to reflect reductions in the Outstanding
Amount of that class of Notes.


 


“Note Rates” means, with respect to any Accrual Period, the
Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the
Class A-5 Rate and the Class B Rate for such Accrual Period, collectively.


 


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“Note Register” and “Note Registrar” have the respective
meanings specified in Section 2.4 of the Indenture.


 


“Noteholder” means either a Class A Noteholder or a Class B
Noteholder, as the context requires.


 


“Notes” means the Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes and the Class B
Notes, collectively.


 


“Obligor” on a Trust Student Loan means the borrower or
co-borrowers of such Trust Student Loan and any other Person who owes payments
in respect of such Trust Student Loan, including the Guarantor thereof and,
with respect to any Interest Subsidy Payment or Special Allowance Payment, if
any, thereon, the Department.


 


“Officers’ Certificate” means (i) in the case of the Trust, a
certificate signed by any two Authorized Officers of the Eligible Lender
Trustee, under the circumstances described in, and otherwise complying with,
the applicable requirements of Section 11.1 of the Indenture, and
delivered to the Indenture Trustee, and (ii) in the case of the Depositor, the
Administrator or the Servicer, a certificate signed by any two Authorized
Officers of the Depositor, the Administrator or the Servicer, as applicable.


 


“Opinion of Counsel” means (i) with respect to the Trust, one or
more written opinions of counsel who may, except as otherwise expressly
provided in the Indenture, be employees of or counsel to the Eligible Lender
Trustee, the Trust, the Depositor or an Affiliate of the Depositor and who
shall be satisfactory to the Indenture Trustee, and which opinion or opinions
shall be addressed to the Indenture Trustee as Indenture Trustee, shall comply
with any applicable requirements of Section 11.1 of the Indenture and
shall be in form and substance satisfactory to the Indenture Trustee, and (ii)
with respect to the Depositor, the Administrator or the Servicer, one or more
written opinions of counsel who may be an employee of or counsel to the
Depositor, the Administrator or the Servicer, which counsel shall be acceptable
to the Indenture Trustee and the Eligible Lender Trustee.


 


“Origination Fee” means any origination fee payable to the
Department by the lender with respect to any Trust Student Loan.


 


“Outstanding” means, as of any date of determination, all Notes
theretofore authenticated and delivered under the Indenture except:


 


(a)  Notes theretofore cancelled
by the Note Registrar or delivered to the Note Registrar for cancellation;


 


(b) Notes or portions thereof, for which payment has been made to the
applicable Noteholders in reduction of the outstanding principal balance
thereof or for which money in the necessary amount has been theretofore
deposited with the Indenture Trustee or any Paying Agent in trust for the
Noteholders thereof (provided, however, that if such Notes are to
be redeemed, notice of such redemption has been duly given pursuant to the
Indenture); and


 


A-1-19

















 


(c) Notes in exchange for or in lieu of other Notes which have been
authenticated and delivered pursuant to the Indenture unless proof satisfactory
to the Indenture Trustee is presented that any such Notes are held by a bona
fide purchaser; provided that in determining whether the Noteholders of
the requisite Outstanding Amount of the Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or under any
other Basic Document, Notes owned by the Trust, any other obligor upon the
Notes, the Depositor or any Affiliate of any of the foregoing Persons shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Indenture Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Notes that a Responsible Officer of the Indenture Trustee either actually knows
to be so owned or has received written notice thereof shall be so
disregarded.  Notes so owned that have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Indenture Trustee the pledgee’s right so
to act with respect to such Notes and that the pledgee is not the Trust, any
other obligor upon the Notes, the Depositor or any Affiliate of any of the
foregoing Persons.


 


“Outstanding Amount” means, as of any date of determination, the
aggregate principal balance of all the Notes or the applicable class or classes
of Notes, as the case may be, Outstanding at such date of determination.


 


“Paying Agent” means  the Indenture Trustee or any other Person
that meets the eligibility standards for the Indenture Trustee specified in
Section 6.11 of the Indenture and is authorized by the Eligible Lender
Trustee on behalf of the Trust to make the payments to and distributions from
the Collection Account and payments of principal of and interest and any other
amounts owing on the Notes on behalf of the Trust.


 


“Person” means any individual, corporation, estate, partnership,
joint venture, association, joint stock company, trust (including any
beneficiary thereof), unincorporated organization, limited liability company,
limited liability partnership or government or any agency or political
subdivision thereof.


 


“Physical Property” has the meaning assigned to such terms in
the definition of “Delivery” above.


 


“Pool Balance” for any date means the aggregate principal
balance of the Trust Student Loans on that date (including accrued interest
that is expected to be capitalized), as reduced by:


 


(a)                                                        all
payments received by the Trust through that date from borrowers, the Guarantors
and the Department;


 


(b)                                                       all
amounts received by the Trust through that date from repurchases of the Trust
Student Loans by any of SLMA, SLM ECFC or the Depositor, as applicable, or
purchases by the Servicer;


 


(c)                                                        all
Liquidation Proceeds and Realized Losses on the Trust Student Loans liquidated
through that date;


 


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(d)                                                       the
amount of any adjustments to the outstanding principal balances of the Trust
Student Loans that the Servicer makes under the Servicing Agreement through
that date; and


 


(e)                                                        the
amount by which Guarantor reimbursements of principal on defaulted Trust
Student Loans through that date are reduced from 100% to 98%, or other
applicable percentage, as required by the risk sharing provisions of the Higher
Education Act.


 


“Predecessor Note” means, with respect to any particular Note,
every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note; and, for the purpose of this definition, any
Note authenticated and delivered under Section 2.5 of the Indenture and in
lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence
the same debt as the mutilated, lost, destroyed or stolen Note.


 


“Primary Servicing Fee” for any Monthly Servicing Payment Date
has the meaning specified in Attachment A to the Servicing Agreement, and shall
include any such fees from prior Monthly Servicing Payment Dates that remain
unpaid.


 


“Principal Distribution Amount” means (i) with respect to the
initial Distribution Date, the amount by which the sum of the Outstanding
Amount of the Notes exceeds the Adjusted Pool Balance for that Distribution
Date, and (ii) with respect to each subsequent Distribution Date, the sum of
(a) the amount by which the Adjusted Pool Balance for the preceding
Distribution Date exceeds the Adjusted Pool Balance for that Distribution Date,
and (b) any amounts received under the Interest Rate Cap Agreement for that
Distribution Date.


 


“Proceeding” means any suit in equity, action at law or other
judicial or administrative proceeding.


 


“Purchase Agreements” means the SLMA Purchase Agreement and the
SLM ECFC Purchase Agreement.


 


“Purchase Amount” with respect to any Trust Student Loan means
the amount required to prepay in full such Trust Student Loan under the terms
thereof including all accrued interest thereon.


 


“Purchased Student Loan” means a Trust Student Loan which is, as
of the close of business on the last day of a Collection Period, purchased by
the Servicer pursuant to Section 3.5 of the Servicing Agreement or
repurchased by the Depositor pursuant to Section 6 of the Sale Agreement,
repurchased by SLMA pursuant to Section 6 of the SLMA Purchase Agreement,
repurchased by SLM ECFC pursuant to Section 6 of the SLM ECFC Purchase Agreement
or sold to another eligible lender holding one or more Serial Loans with
respect to such Trust Student Loan pursuant to Section 3.11E of the
Servicing Agreement.


 


 “Rating Agency” means
Moody’s, S&P and Fitch.  If any such
organization or successor thereto is no longer in existence, “Rating Agency”
with respect to such organization shall be a nationally recognized statistical
rating organization or other comparable Person designated by


 


A-1-21

















 


the Administrator, notice of which
designation shall be given to the Indenture Trustee, the Eligible Lender
Trustee and the Servicer.


 


“Rating Agency Condition” means, with respect to any intended
action, that each Rating Agency then rating a class of Notes shall have been
given 10 days’ prior written notice thereof and that each such Rating Agency
shall have notified the Administrator, the Servicer, the Eligible Lender
Trustee and the Indenture Trustee in writing that such proposed action will not
result in and of itself in the reduction or withdrawal of its then current
rating of any class of Notes.


 


“Realized Loss” means the excess of the principal balance,
including any interest that had been or had been expected to be capitalized, of
any Liquidated Student Loan over Liquidation Proceeds for that Liquidated
Student Loan to the extent allocable to principal, including any interest that
had been or had been expected to be capitalized.


 


“Record Date” means, with respect to a Distribution Date or
Redemption Date and for each class of Notes, the close of business on the day
preceding such Distribution Date or Redemption Date.


 


“Recoveries” means moneys collected from whatever source with
respect to any Liquidated Student Loan which was written off in prior Collection
Periods or during the current Collection Period, net of the sum of any amounts
expended by the Servicer for the account of any Obligor and any amounts
required by law to be remitted to any Obligor.


 


“Redemption Date” means in the case of a payment to Noteholders
pursuant to Section 10.1 of the Indenture, the Distribution Date specified
pursuant to Section 10.1 of the Indenture.


 


“Redemption Price” means an amount equal to the Outstanding
Amount of the Notes, plus accrued and unpaid interest thereon at the applicable
Note Rates to but excluding the Redemption Date.


 


“Reference Banks” means four major banks in the London interbank
market, as selected by the Administrator.


 


“Registrar” means the Excess Distribution Certificate Registrar
and/or the Note Registrar, as applicable.


 


“Reserve Account” means the account designated as such,
established and maintained pursuant to Section 2.3(a) of the
Administration Agreement.


 


“Reserve Account Initial Deposit” means $7,501,443.


 


“Responsible Officer” means, with respect to the Indenture
Trustee, any officer within the Corporate Trust Office of the Indenture
Trustee, including any Vice President, Assistant Vice President, Assistant
Treasurer, Assistant Secretary, or any other officer of the Indenture Trustee
customarily performing functions similar to those performed by any of the above
designated officers, with direct responsibility for the administration of the
Indenture and the other Basic Documents on behalf of the Indenture Trustee and
also, with respect to a particular matter, any


 


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other officer to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular
subject.


 


“S&P” means Standard & Poor’s Ratings
Services, a division of The McGraw-Hill Companies, Inc.


 


“Sale Agreement” means the Sale Agreement Master Securitization
Terms Number 1000, dated as of June 30, 2004, among the Eligible Lender
Trustee on behalf of the Trust, the Trust, the Interim Eligible Lender Trustee
and the Depositor, and the sale agreement or agreements entered into
thereunder.


 


“Schedule of Trust Student Loans” means the listing of the
Trust Student Loans set forth in Schedule A to the Indenture and the Bill
of Sale (which Schedule may be in the form of microfiche).


 


“Serial Loan” means an additional student loan other than a
Consolidation Loan, which is made to a borrower who is also a borrower under at
least one Trust Student Loan.


 


“Servicer” means Sallie Mae, Inc., in its
capacity as servicer of the Trust Student Loans.


 


“Servicer Default” means an event specified in Section 5.1
of the Servicing Agreement.


 


“Servicer Distribution Date” has the meaning specified in the
Servicing Agreement.


 


“Servicer’s Report” means any report of the Servicer delivered
pursuant to Section 3.1(a) of the Administration Agreement, substantially
in the form acceptable to the Administrator.


 


“Servicing Agreement” means the Servicing Agreement dated as of
June 30, 2004, among the Trust, the Eligible Lender Trustee, the Servicer,
the Administrator and the Indenture Trustee.


 


“Servicing Fee” has the meaning specified in Attachment A to the
Servicing Agreement.


 


“SLMA” means the Student Loan Marketing Association.


 


“SLMA Purchase Agreement” means the Purchase Agreement Master
Securitization Terms Number 1000, dated as of June 30, 2004, among SLMA,
the Interim Eligible Lender Trustee and the Depositor, and the purchase
agreement or agreements entered into thereunder.


 


“SLM ECFC” means SLM Education Credit Finance Corporation.


 


“SLM ECFC Purchase Agreement” means the Purchase Agreement
Master Securitization Terms Number 1000, dated as of June 30, 2004, among
SLM ECFC, the Interim Eligible Lender Trustee and the Depositor, and the
purchase agreement or agreements entered into thereunder.


 


“SLS Loan” means a Trust Student Loan designated as such that is
made under the Supplemental Loans for Students 
Program in accordance with the Higher Education Act.


 


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“Special Allowance Payments” means payments, designated as such,
consisting of effective interest subsidies by the Department in respect of the
Trust Student Loans to the Eligible Lender Trustee on behalf of the Trust in
accordance with the Higher Education Act.


 


“Specified Reserve Account Balance” means, for any Distribution
Date, the greater of:


 


(a)                                                         0.25%
of the Pool Balance as of the close of business on the last day of the related
Collection Period and


 


(b)                                                        $3,000,577;


 


provided that in no event will that balance
exceed the Outstanding Amount of the Notes.


 


“Stafford Loan” means a Trust Student Loan designated as such
that is made under the Stafford Loan Program in accordance with the Higher
Education Act.


 


“State” means any one of the 50 States of the United States of America
or the District of Columbia.


 


“Statistical Cutoff Date” means June 7, 2004.


 


“Student Loans” means education loans to students and parents of
students under the Federal Family Education Loan Program.


 


“Successor Administrator” has the meaning specified in
Section 3.7(e) of the Indenture.


 


“Successor Servicer” has the meaning specified in
Section 3.7(e) of the Indenture.


 


“Telerate Page 3750” means the display page so designated on the
Moneyline Telerate Service (or such other page as may replace that page on that
service for the purpose of displaying comparable rates or prices).


 


“Transfer Date” has the meaning specified in Section 5.2(a)
of the Administration Agreement.


 


“Three-Month LIBOR” or “Four-Month LIBOR”
means, with respect to any Accrual Period, the London interbank offered rate
for deposits in U.S. Dollars having the Index Maturity  which appears on Telerate
Page 3750 as of 11:00 a.m. London time, on the related LIBOR Determination
Date.  If this rate does not appear on
Telerate Page 3750, the rate for that day will be determined on the basis of
the rates at which deposits in U.S. Dollars, having the Index Maturity and in a
principal amount of not less than U.S. $1,000,000, are offered at approximately
11:00 a.m., London time, on that LIBOR Determination Date, to prime banks in
the London interbank market by the Reference Banks.  The Administrator will request the principal London office of
each Reference Bank to provide a quotation of its rate.  If the Reference Banks provide at least two
quotations, the rate for that day will be the arithmetic mean of the
quotations.  If the Reference Banks
provide fewer than two quotations, the rate for that day will be the arithmetic
mean of the rates quoted by major banks in New York City, selected by the Administrator,
at approximately 11:00 a.m., New York time, on that LIBOR Determination Date,
for loans in U.S.


 


A-1-24

















 


Dollars to leading European banks having the Index Maturity and in a
principal amount of not less than U.S. $1,000,000.  If the banks selected as described above are not providing
quotations, Three-Month LIBOR  in
effect for the applicable Accrual Period will be Three-Month LIBOR in effect
for the previous Accrual Period.


 


“Treasury Regulations” means regulations, including proposed or
temporary regulations, promulgated under the Code.  References in any document or instrument to specific provisions
of proposed or temporary regulations shall include analogous provisions of
final Treasury Regulations or other successor Treasury Regulations.


 


“Trust” means SLM Student Loan Trust 2004-6, a Delaware
statutory trust established pursuant to the Trust Agreement.


 


“Trust Account Property” means the Trust Accounts, all cash and
investments held from time to time in any Trust Account (whether in the form of
deposit accounts, Physical Property, book-entry securities, uncertificated
securities or otherwise), including the Reserve Account Initial Deposit, the
Collection Account Initial Deposit, and all earnings on and proceeds of the
foregoing.


 


“Trust Accounts” has the meaning specified in
Section 2.3(b) of the Administration Agreement.


 


“Trust Agreement” means the short-form trust agreement, dated as
of June 10, 2004, between the Depositor and the Eligible Lender Trustee,
as amended and restated pursuant to an Amended and Restated Trust Agreement,
dated as of June 30, 2004 among the Depositor, the Eligible Lender Trustee
and the Indenture Trustee.


 


“Trust Auction Date” has the meaning specified in
Section 4.4 of the Indenture.


 


“Trust Estate” means all right, title and interest of the Trust
(or the Eligible Lender Trustee on behalf of the Trust) in and to the property
and rights sold, transferred and assigned to the Trust pursuant to the Sale
Agreement, all funds on deposit from time to time in the Trust Accounts and all
other property of the Trust from time to time, including any rights of the
Eligible Lender Trustee and the Trust pursuant to the Trust Agreement, the
Administration Agreement, the Servicing Agreement, the Interest Rate Cap
Agreement and any Eligible Repurchase Obligations.


 


“Trust Indenture Act” or “TIA” means the Trust Indenture
Act of 1939 as in force on the date hereof, unless otherwise specifically
provided.


 


“Trust Student Loan” means any student loan that is listed on
the Schedule of Trust Student Loans on the Closing Date plus any student
loan that is permissibly substituted for a Trust Student Loan by the Depositor
pursuant to Section 6 of the Sale Agreement or by the Servicer pursuant to
Section 3.5 of the Servicing Agreement, but shall not include any
Purchased Student Loan following receipt by or on behalf of the Trust of the
Purchase Amount with respect thereto or any Liquidated Student Loan following
receipt by or on behalf of the Trust of Liquidation Proceeds with respect
thereto or following such Liquidated Student Loan having otherwise been written
off by the Servicer.


 


A-1-25

















 


“Trust Student Loan Files” means the documents specified in
Section 2.1 of the Servicing Agreement.


 


“UCC” means, unless the context otherwise requires, the Uniform
Commercial Code, as in effect in the relevant jurisdiction, as amended from
time to time.


 


A-1-26

















 


SCHEDULE A


 


 


Schedule of
Trust Student Loans


 


 


[See
Schedule A to the Bill of Sale


 


(Attachment C
to the Sale Agreement)]


 


A-1

















 


SCHEDULE B


 


 


Location
of  Trust Student Loan Files


 


 


[See Attachment B to the
Servicing Agreement)]


 


B-1

















 


EXHIBIT
A


 


 


[Form of Notes]


 


 


(See tabs 15.1 through 16.1)


 


A-1

















 


EXHIBIT B


 


[Form of Note Depository Agreement


for U.S. Dollar Denominated Notes]


 


B-1